Amended 15 May 2006

Constitution and By­Laws for
THE SOCIETY OF U.S. ARMY FLIGHT SURGEONS

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 its designees.

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

1. General. 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.

2. Membership. 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.

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.

3. Membership Dues. 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 levels:

a. Initial Dues: Those applicants approved for membership shall be assessed a single initial membership Fee of $50.

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 membership.

4. Severance of Membership. 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

1. General. 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.

4. Meetings. 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.

5. Removal. 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 membership.

6. Delegation. 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

2. President. 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 expenditure.

b. Vice-President. 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.

c. Secretary. 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.

d. Treasurer: 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

1. General. 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.

2. Nomination: 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.

3. Election: 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 cycle.

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.

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.



ARTICLE X. POTENTIAL CONFLICTS OF INTEREST

1. Officers, governors and employees: 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 years.

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 the Society.

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 ballot.

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.




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