ARTICLE I. NAME
The name of this organization shall be the "Society of United States Army Flight
Surgeons". It shall be referred to as "the Society" hereafter.
ARTICLE II. PURPOSE
The Society shall have as its purpose the advancement of the science and art of
Aerospace Medicine and its allied sciences, and its application to Army Aviation
and the mission of the United States Army.
It shall foster the professional growth and development of its members and strive
to improve the practice of Army Aviation Medicine and increase its application in
support of the mission of Army Aviation.
It shall strengthen the professional ties of its members and promote aeromedical
education through technical and scientific interchange.
The Society is organized and is to be operated exclusively for charitable,
scientific, literary and educational purposes within the meaning of the
provisions of the Internal Revenue Code Section 501(c)(3). No part of the net
earnings of the Society shall inure to the benefit of or be distributable to its
governors, officers, members, other private individuals, or organizations
organized and operating for profit (except the Society shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes as hereinabove stated).
The Society shall not enter into any agreement, nor shall its governors or
officers adopt any resolution or Bylaws, take any action or carry on any activity
on behalf of the Society without the consent of the voting Board of Governors or
The Society shall not make any representation of the United States Government
other than supporting the needs of practitioners involved in the care of members
and former members of the Aviation Community of the Armed Forces.
ARTICLE III. MEMBERSHIP
Membership in the Society shall be open to all applicants affiliated
or interested in the practice of Army Aviation Medicine. Members have the
obligation of service to and financial support of the Society.
Membership shall be of four classes:
a. Associate Members: Those members meeting all the qualifications set
forth above who shall apply for membership and be approved therefore by the
President on recommendation of the Board of Governors. Associate Members
shall pay onetime membership dues and will remain Associate Members for
life or until upgrading to “Active Member” or “Lifetime Member.” Associate
Members shall not maintain voting privileges in business matters or
election of officers within the Society.
3. Membership Dues.
b. Active Members: Those members who meet the requirements for Associate
Member and maintain an active role in the matters of the Society as
evidenced by the contribution of annual dues. Active Members shall have
full voting privileges for all Society business matters and for the
election of Officers within the Society.
c. Lifetime Members: Those Members who are in good standing of the Society
may become Lifetime Members by a letter of request and total payment of
membership dues equal to or exceeding the Lifetime Membership dues as
outlined in these ByLaws. Previously paid membership dues may be applied
toward the Lifetime Membership dues. Lifetime Members shall have assured
perpetual Active Membership and all the rights and privileges guaranteed
for Active Members.
d. Honorary Members: The Board of Governors may, by simple majority, elect
distinguished clinicians, scientists, members of U.S. or foreign Armed
Forces and others who have given noteworthy support to Army Aviation
Medicine as Honorary Members. In such cases, all other membership
requirements, including membership dues shall be waived. Honorary Members
shall have a voice, but no vote at the General Membership Meeting, may
serve on committees, but not act as chairperson thereof, and may not hold
office within the Society.
Membership dues shall be collected and utilized to conduct
the business of the Society. The amounts of these dues may be changed by simple
majority vote of the Board of Governors. Membership dues shall be of three
a. Initial Dues: Those applicants approved for membership shall be
assessed a single initial membership Fee of $50.
4. Severance of Membership.
b. Annual Dues: Active members shall be assessed an annual membership fee
of $25. Upon failure to pay annual dues, Active Members will be returned to
“Associate Member” status and may be reinstated provided dues are paid for
the current year.
c. Lifetime Dues: Members shall be eligible for Lifetime Membership after
the sum of total membership dues paid to the Society equals or exceeds the
Lifetime Dues of $300. Payment may be by single payment of said amount or
through any combination of instalments made after initial approval of
Members may be severed from membership in the
Society by letter of request or by majority vote of the Board of Governors,
provided sufficient evidence is provided indicating harm to the Society or the
community of Aviation Medicine by continued membership. Members shall not be
entitled to any return of annual or lifetime membership dues upon severance of
their membership in the Society.
ARTICLE IV. BOARD OF GOVERNORS
The property and affairs of the Society shall be managed and
controlled by the Board of Governors, which shall consist of nine(9) members
nominated from the General Membership and elected by the General Membership.
2. Membership of the Board of Governors.
The Board of Governors shall include
the President, Vice President, Secretary, and Treasurer of the Society; the
immediate Past President; and four (4) general members including representation
from at least one Aeromedical Physician Assistant, one Reserve Component member,
and one US Coast Guard Member.
3. Executive Board.
There shall be a four (4) member Executive Board which shall
consist of the President, Vice President, Secretary, and Treasurer. All members
of the Executive Board will be members of the Board of Governors. The President
shall preside over the Board of Governors. All Executive Board members shall
serve a term of two years and may be reelected in subsequent elections.
The Board of Governors shall meet at least once in each calendar
year. Meetings may be conducted by teleconference. Special meetings of the Board
may be called by any member of the Board. Onehalf of the Board members assigned
within the continental United States shall constitute a quorum. All issues shall
be decided by a simple majority vote of those present. Each member of the Board
is entitled to one vote per issue. A Board member unable to attend may appoint a
proxy to act and vote in his behalf and this proxy shall be counted in
determining a quorum. In the event that the President is unable to function as
Chairman at a Board meeting, the Vice-President, Past President or Secretary
shall assume the Chairmanship in that order. The Secretary, or in his absence,
the junior Board member, will keep the minutes of all Board meetings, which shall
be distributed to all members of the Board and made available to requesting
members of the Society.
Any Governor or Officer shall be subject to removal for cause by the
Board of Governors at any meeting by a voting majority of the Society
In the case of the absence of the President and Vice-president,
the Board of Governors may, without removal, delegate the powers and duties of
such officer or agent to any other officer or agent selected by the Board for
such period as the Board may deem proper until a successor has been elected or
appointed and qualified.
ARTICLE V. BOARD OF GOVERNORS RESPONSIBILITIES
1. The President, Vice-President, Secretary and Treasurer shall serve as the
Executive Officers for the Board of Governors
The President shall direct the activities of the Society and
preside over all meetings of the General Membership and of the Board of
Governors. He shall appoint and disband special committees as necessary to assist
in the conduct of the business of the Society and will be an exofficio member of
all such committees. The President shall approve all proposals for fund
The Vice President shall assist the President in directing the
activities of the Society and shall perform such other duties as may be assigned
to him by the President. He shall act as chief executive officer in the
President’s absence or temporary disability. The Vice-president will also serve
as the Program Director for the Medicine In Challenging Environments scientific
conference, and shall have the authority to establish committees as required to
execute the conference.
The Secretary shall be responsible for keeping the minutes of the
General Membership Meeting, meetings of the Board of Governors, and all other
meetings of the Society insuring that they are made available to the general
membership. He shall be responsible for all the correspondence and publications
of the Society. The Secretary will maintain a current list of the names and
addresses of all Members, and will be responsible for notification of Members of
all meetings. He will also be responsible for the timely submission of ballots
for elections, amendments or changes to the Constitution and ByLaws. He shall
receive and transmit all such ballots returned by the Members.
The Treasurer shall be responsible for the conduct of the financial
affairs of the Society and collect and disburse all monies on its behalf. He
shall render a financial report at each General Membership Meeting, or at least
once in each calendar year.
5. Members of the Board of Governors
: Each Governor will serve on the Board of
Governors assisting in decisions with the business of the Society and shall
perform such additional duties as assigned by the President.
ARTICLE VI. NOMINATIONS AND ELECTIONS
Elections will be held at a minimum of every two years or as
determined by the Executive Board, to insure that all positions within the Board
of Governors and Executive Board are filled. Elections will be held at the
General Membership Meeting in conjunction with the Operational Aeromedical
Problems Course when possible. Provisions may be made for interim elections and
electronic or mailin vote if necessary as determined by the Executive Board. All
elections must be announced with adequate time for members to provide nominations
and submit ballots.
The Executive Board will solicit nominations from the general
membership. The Secretary shall insure that all nominees are Members in good
standing and that each nominee has accepted the nomination.
Nominees will be elected by a simple majority vote of the Active and
Lifetime Members present at the General Membership Meeting. The secretary shall
present a ballot with all nominees to the Membership and provide an opportunity
for each nominee to be presented to the membership. With at least one other
member of the Board of Governors, the Secretary shall collect the ballots, tally
the results and furnish them to the President prior to the conclusion of the
General Membership Meeting. Absentee votes may be submitted telephonically or
electronically, but must be received prior to the final tally. The President
shall announce the election results at the Meeting. Ties shall be resolved by
simple majority vote of the Members present at the Meeting. The Secretary shall
preserve all ballots for inspection by any member for a period of two weeks, at
the end of which period, the ballots will be destroyed. The newly elected
Governors shall take office immediately after the results are announced.
ARTICLE VII. MEETINGS
The Society shall hold a General Membership Meeting at least once within each
calendar year, except that in time of war or other national emergency, the
President of the Society may, with the concurrence of a majority of the Board of
Governors, postpone such Meetings as necessary. A quorum at such General
Membership Meetings shall consist of not less than twenty (20) Members.
The Society shall hold the Medicine in Challenging Environments scientific
conference every two years in partnership with the University of Texas Medical
Branch, Galveston. The Vice-president will serve as the program director for
this conference and he shall be empowered to establish committees required to
execute this conference.
ARTICLE VIII. FINANCES
1. Fiscal Year:
The fiscal year shall begin on 1 October and shall end on 30
September of each year.
2. Bank Accounts:
The Treasurer shall maintain a checking account in the name of
the Society at any bank as approved by the Board of Governors. Other interest
bearing accounts may be established by the Treasurer with approval of the Board
of Governors. Withdrawals from the checking account may be approved either by
the Secretary or the Treasurer. Withdrawals from any interest bearing account
must be approved by both the Secretary and Treasurer.
3. Financial Reports:
The Treasurer's report shall be audited and approved by
the Board of Governors prior to the annual meeting.
4. Financial Managers:
The Treasurer may establish a relationship with a
financial management organization to assist in the management of the finances of
the Society with the approval of the Executive Board. This may include such
services and management fees as approved by the Executive Board.
5. Solicitation of Funds:
The Society may pursue nonprofit fund raising
programs and projects as approved by the Board of Governors.
ARTICLE IX. AWARDS
1. Awards Committee
a. Composition. The Awards Committee shall consist of the individuals occupying
the positions listed below. The individuals shall serve for the duration of
their assignment to these positions. They need not be members of the Society,
but may hold any other office in the Society while serving on the Awards
Committee. If any of the specified positions are vacant or otherwise cannot
participate, the Chairman of the Awards Committee may designate a substitute.
The positions specified are:
(1) Aviation Medicine Consultant, OTSG Chairman
(2) Director, US Army Aeromedical Activity
(3) Flight Surgeon, US Army Combat Readiness Center
(4) Dean, US Army School of Aviation Medicine
(5) Senior flight surgeon, EAATS or WAATS (National Guard)
(6) Commander, US Army Aeromedical Research Laboratory
(7) Secretary, Society of US Army Flight Surgeons (nonvoting)
(8) One Member at large, appointed by the awards committee chairman
b. Responsibilities. The Awards Committee shall submit its selections for the
annual awards to the President at least 30 days prior to the annual general
membership meeting. Selections for other awards shall be submitted as required.
The awards committee shall have the discretion to omit or duplicate any award in
any given year based on the number and quality of recommendations in that awards
2. Criteria for Awards.
a. Spurgeon H. Neel US Army Distinguished Flight Surgeon. This award
shall be presented to a Flight Surgeon or Aeromedical Physician Assistant
who has personified the traits and characteristics of the ideal Army Flight
Surgeon as determined by the Awards Committee. It will normally be awarded
for outstanding accomplishment as an operational unit level Flight Surgeon
or Aeromedical Physician Assistant.
ARTICLE X. POTENTIAL CONFLICTS OF INTEREST
1. Officers, governors and employees:
b. Theodore Lyster Flight Surgeon of the Year. This award shall be
presented annually to the Flight Surgeon or Aeromedical Physician Assistant
in the Active or Reserve Component who has made the most significant
contribution to Army Aviation Medicine during the year as observed by his
or her fellow Flight Surgeons, Aviators, or Chain of Command.
c. Army Aerospace Medicine Specialist of the Year. This award will be
presented annually to the Specialist in Aviation Medicine who has been
selected by the Awards Committee amongst all those currently serving in the
US Army, as the Aerospace Medicine Specialist who has made the most
significant contribution to Army Aviation Medicine during the year. This
individual may be assigned to any command within the Army, but must be
certified as a Specialist in Aerospace Medicine. Recommendations from
fellow Flight Surgeons, Aviators, or Chain of Command are encouraged, but
need not be received for consideration for this award.
d. Outstanding Achievement Award. This may be presented to any Army
Flight Surgeon, Aeromedical Physician Assistant, or Associate Member, at
any time when the Awards Committee feels it is justified. It may be used
to recognize a specific action or achievement. More than one presentation
may be made during the year, and there shall no requirement to make the
award during any year.
e. Aeromedical Order of Merit. The purpose of the Aeromedical Order of
Merit is to recognize individuals who have selflessly contributed to the
advancement, growth, or maintenance of US Army Aviation Medicine. This
award may be presented to any individual who has, in the opinion of the
Awards Committee, met the purpose of the award. More than one presentation
may be made during any year. The Order of Aeromedical Merit shall consist
of a medallion with neck ribbon and will normally be presented to selected
individuals, if any, during the OAP General Membership Meeting. The
medallion may be worn only when attending US Army Medical Department,
Society, or AsMA social occasions requiring formal or informal attire.
All officers, governors, and employees who
are responsible for conducting the business of the Society shall avoid, or
carefully manage as required below, any potential conflict of interest between
their own respective individual interests and the Society in any and all actions
taken by them on behalf of the Society in their respective capacities
2. Contracts or Associations:
Individually, any governor of the Society, or any
association or entity of which any governor may be associated, may be a party to,
or may be financially or otherwise interested in that has any contract or
transaction with the Society shall be disclosed or shall be known to the Board of
Governors at any meeting at which action upon any such contract or transaction
shall be taken.
3. Personal benefits:
Except with the approval of the Board of Governors,
officers, governors, and employees shall avoid any circumstance or situation that
benefits or appears to benefit the Board Member whether through personal gain
involving a business transaction, gift, favor, or other consideration that can or
does appear to result in the personal enrichment of the Governor, the Governor’s
relatives, friends or business associates. Individually, any Governor, officer,
or employee of the Society, or any association or entity of which any officer,
governor, or employee may be associated with, may be party to, or may be
financially or otherwise interested in, any contract or transaction of the
Society, provided that the fact that he or she individually or as a shareholder
or member of such entity is such a part of or so interest, shall be disclosed or
shall have been known to the Board of Governors at any meeting at which action
upon any such contract or transaction shall be taken.
4. Individual Conflict of Interest:
Any individual with a potential conflict of
interest shall make such known. Such persons shall neither vote nor use personal
influence on the matter and shall not be counted in determining the quorum for a
meeting where the matter may be considered, even where permitted by law. Such
person shall not engage in any decision. The minutes of the meeting shall
reflect that there is such a decision, his or her abstention from voting, and
that a quorum was present without counting that person.
5. Conflict of Interest Statement:
A conflict of interest statement shall be
completed annually by all current officers, governors, employees, and
volunteers. Such statement shall be filed with the President of the Society no
later than January 30th of each year and shall be on file for at least three
6. Invalidation of contracts or transactions:
No contract, transaction, or act
between the Society and/or in relation to, any other corporation, professional
association, or professional corporation, or entity of any other kind in the
absence of fraud, shall be invalidated in any way or otherwise be affected by the
fact that any one or more of the officers, governors, or employees of the Society
are financially or otherwise interested in, or are governors or officers of such
entity, if the disinterested governors approve the contract, transaction or act
in good faith and with ordinary care.
7. Release of Members’ personal information:
All Contracts, accounts, terms of
reference and documents relating to the business of the Society, including but
not limited to addresses and telephone numbers, are considered to be
confidential, proprietary information of the Society. Such information shall not
be disclosed to any outside business or organization except by approval of the
Board of Governors.
ARTICLE XI. ADOPTION
This Constitution shall become effective upon approval of its provisions by two
thirds of the voting Members present at the first General Membership Meeting
which shall follow by at least thirty days its promulgation to the Membership of
ARTICLE XII. AMENDMENT
Amendments or changes of these Bylaws may be proposed by a majority of the Board
of Governors or by any Member so moving from the floor at any General Membership
Meeting or by mail to the Secretary at any time.
Approval will be by simple majority vote of the Members present, or by simple
majority vote of the Members responding to the mail/electronic ballot, providing
that at least twenty (20) members are present or respond to the mail/electronic
ARTICLE XIII. DISSOLUTION
The Society may be dissolved by a two thirds vote of its members by
mail/electronic ballot or a General Membership Meeting. On dissolution or final
liquidation, the Board of Governors shall, after paying or making provisions for
the payment of all the lawful debts and liabilities of the Society distribute all
of the assets of the Society to one or more of the following categories of
recipient as the Board of Governors of the Society shall determine.
A nonprofit organization or organizations which may have been created to succeed
the Society, as long as such organization or each such organizations shall
qualify as an organization described in the IRC section 501(c)(3); and/or
A nonprofit organization or organizations having similar aims and objectives as
the Society and which may be selected as an appropriate recipient of such assets,
as long as such organization or each such organization shall qualify as an
organization described in IRC Section 501(c)(3); and/or
The Federal government, or to a State government, but only if such assets will be
used for a public purpose.