Foundation Bylaws

As amended and approved by the SCAI Board of Trustees on October 15th, 2021.

These Bylaws govern the Society for Cardiovascular Angiography and Interventions Foundation ("the Society"), a (501(c)(3) non-profit organization incorporated in Ohio in 1978.

"SCAI":  References in these Bylaws to "SCAI" refer to the Society for Cardiovascular Angiography and Interventions ("SCAI"), an independent 501(c)(6) non-profit organization incorporated in Washington, DC, in 2011.

Preamble

It shall at all times be the aim and purpose of the Society to conduct its business and activities in accord with the purposes set forth in its Articles of Incorporation.

SCAI’s Mission is to lead the global interventional cardiovascular community through education, advocacy, research and quality patient care.

Article I: Membership

Section 1—Eligibility of Membership

Membership in the Society shall be based upon support for the organization and its mission, qualification of leadership, experience, training and ethical standards in the field of cardiac and/or endovascular angiography and/or intervention, as shall be established by the Board of Trustees as recommended by the Credentials Committee, Membership Committee, and/or Executive Committee.

Section 2—Classes and Rights of Membership; Election to Membership

  1. There shall be eleven (11) classes of membership authorized by these Bylaws: Fellow, Senior Fellow, Master Interventionalist, Emeritus Fellow, Member, Scientist Member, Consultant to the Society, Trustee for Life, International Associate Member, Fellow-in-Training (FIT), and Cardiovascular Professional Member. All eleven classes shall hereinafter be collectively referred to as "members". Board can add other classes and set dues. 
  2. Members in the following Classes have the right to vote at the annual and other member meetings of the Society: Fellows, Senior Fellows, MSCAI, Members, and International Associate Members.
  3. Members in the following Classes have the right to serve as Trustees and Officers: Fellows, MSCAI, and International Associate Members.
  4. Members in the following Classes have the right to serve and vote on committees: Fellows, Senior Fellows. MSCAI, Emeritus Fellows, Members, Scientists, International Associate Members, and Fellows-in-Training.
  5. Consultant Members shall be eligible to serve on committees deemed appropriate by the Executive Committee but may not vote on committees or serve as Trustees or Officers or vote at the annual meeting and other meetings of members.
  6. Cardiovascular Professional Members shall be eligible to serve and vote on committees and on the Board of Trustees. They shall not be eligible to vote at annual or other meetings of members, or to serve as Officers
  7. The Credentials Committee as authorized shall review applications for membership and shall submit the names of candidates for membership to the Board of Trustees. Members shall be elected by majority vote of a quorum of Trustees of the Society.

Section 3—Fellow

Fellows of the Society are physicians or scientists involved in the area of cardiac and/or endovascular angiography and/or intervention and shall meet such standards and qualifications as may be determined from time to time by the Board of Trustees as recommended by the Membership Committee, the Credentials Committee, and/or the Executive Committee, in addition to those set forth herein. 

Section 4—Senior Fellow

Senior Fellows of the Society are physicians or scientists who have attained the status of Fellow (FSCAI) or Master of the Society (MSCAI) but are no longer active in the area of cardiac and/or endovascular angiography and/or intervention. 

Section 5—MSCAI

Master Interventionalists of the Society (MSCAI) are Fellows of the Society who are recognized by peers as having demonstrated excellence in the field over a career, manifested by a commitment to the highest levels of clinical care, innovation, publication, teaching, and service to the Society. 

Section 6—Emeritus

The Board of Trustees, on recommendation of the Credentials Committee, may appoint existing Fellows, Senior Fellows or Master Interventionalists to be Emeritus Fellows when they have retired from the active practice of medicine after they have been members for a minimum of ten years. Emeritus Fellows shall be exempt from annual dues or assessments.

Section 7—Member

Members of the Society are physicians involved in the area of cardiac and/or endovascular angiography and/or intervention who desire association with the Society, but who do not fulfill the qualifications for, or have not applied for and been approved as, Fellows of the Society. 

Section 8—Scientist

Scientist Members of the Society shall have a doctorate in a relevant scientific field and shall demonstrate that they work regularly in the area of cardiac and/or endovascular angiography and/or intervention. 

Section 9—Consultant 

The position of Consultant to the Society may, upon special recommendation by the Credentials Subcommittee, be offered to individuals not practicing in the field of cardiovascular catheterization and angiography, but whose efforts are intimately related to the field and whose expertise may be expected to significantly further the objectives of the Society. 

Section 10—Trustee for Life

Individuals already approved as Trustees for Life retain their status but otherwise the Trustee for Life Membership Class is discontinued. Those currently in this Class are entitled to a voting position on the Board of Trustees, retain the status of Fellows of the Society (but not the right to serve as Officers), and as Fellows,  retain the right to serve and vote on committees and at annual meetings, other meetings of members or by secure email when deemed appropriate by Board of Trustees. 

Section 11—International Associate Members

International Associate Members of the Society shall be physicians predominantly, actively practicing in the field of cardiovascular catheterization and angiography outside the United States and shall be members in good standing of a Cardiology or Interventional Society recognized by the Board of Trustees.

Section 12—Fellow-in-Training

Fellows-in-Training (FITs) are those physicians in good standing who have been accepted into or are participating in an accredited adult interventional cardiology training program or approved pediatric interventional cardiology training program.

Section 13—Cardiovascular Professional

Cardiovascular Professional Members of the Society are non-physicians involved in the area of cardiac and/or endovascular angiography and/or intervention. Cardiovascular Professional Members shall be selected on the basis of such standards and qualifications as may be determined by the Board of Trustees as recommended by the Credentials Committee, Membership Committee, and/or Executive Committee. 

Section 14—Reciprocal Membership

Pursuant to these Bylaws, members of SCAI in good standing are also members of the equivalent membership class of the Society.i 

Section 15—Loss of Membership

Any Member of the Society may be disciplined or expelled for conduct that, in the opinion of the Board of Trustees, violates policy, violates the Code of Ethics, or is derogatory to the dignity of or inconsistent with the purposes of the Society (the “Society’s Rules”). Violation of the Society’s Rules can result in a range of actions including the loss of membership. The expulsion of a Member may be ordered only upon the affirmative vote of two thirds (2/3) of the members of the Board of Trustees present at a regular or special meeting at which there is a quorum, and only after such Member has been informed of the charges proffered against him or her and has been given an opportunity to refute such charges before the Board of Trustees according to the procedures approved by the Board of Trustees in person of telephonic meeting.

Any Member (all categories of membership except Emeritus Fellow) who is delinquent in payment of dues by more than 60 days shall be subject to loss of the privileges of membership as determined by senior staff in communication with the Executive Committee. Any such individual may rejoin the organization by paying his or her dues without penalties. 

Any individual whose membership in the Society has been terminated shall not append the FSCAI or MSCAI designation to his or her name or claim or imply any membership in or association with the Society.

Section 16—Member Meetings, Notice, Quorum and Voting 

  1. Quorum. At annual or other meetings of the Members, a quorum for the transaction of any business shall consist of no less than twenty (20) Fellows, and/or Senior Fellows, and/or Master Interventionalists of the Society, of which at least four (4) must be current members of the Board of Trustees.  
  2. Voting Members may vote in person, or, as determined by the Board of Trustees, by the use of authorized communications equipment, by ballot, by secure mail, or, if permitted, by proxy at any meeting. 
  3. Annual Meeting. The annual business meeting of members of the Society shall be held each year as determined by the Board, typically during the Annual Scientific Sessions for the election of the Trustees and Officers of the Society and for the presentation of reports of the Trustees, Officers and committees of the Society, including a written financial report of the Society and such other business the Officers and the Nominating Committee might bring up at the meeting. The President has the discretion to recess and reconvene the annual business meeting for completion prior to the conclusion of the Annual Scientific Sessions.
  4. Special Meetings. Special meetings of the members of the Society shall be called by the President upon the support of no less than one-third (1/3) of the Trustees then serving. Such meetings shall be held at such time and place as set forth in the notice thereof, as hereinafter provided upon at least seven (7) days’ notice, but such notice need not state the purposes thereof.
  5. Alternate Procedures. Notwithstanding any provisions to the contrary, the Board by majority vote may arrange to conduct any Annual or Special Member Meeting entirely by electronic means, should the Board in its discretion believe an emergency or any other extenuating circumstance warrants such. 
Article II: Trustees

Section 1—Powers 

The property, business, and affairs shall be managed by its Board of Trustees, in accordance with applicable State law, these Bylaws, and the purposes of the Society as set forth in its Articles of Incorporation.

Without limiting the general powers conferred by or implied in the preceding sentence, the Trustees, acting as a Board and by majority vote, shall have power to do the following or to delegate to the Executive Committee the following:

  1. To approve the annual budget of the Society;
  2. To remove members according to due process approved by the Board of Trustees; 
  3. Establish annual dues and any assessments ii; and,
  4. To determine what type of annual audit shall be conducted. 

Section 2—Composition, Terms, Vacancies

  1. Composition. The Board of Trustees shall include: (1) the Elected Officers identified in Article III, Section 1, as ex officio voting Trustees (the “Officer/ Trustees”); (2) the Trustees for Life, if any; and, (3) the “Elected Trustees,” elected by the voting Members to serve in the number of Board seats, with the number (between  three (3) and eighteen (18)) as authorized by the Executive Committee. A minimum of one (1) Elected Trustee position shall be represented by an International member (defined as any member outside the United States).iii
  2. Terms. The Officers / Trustees shall serve as Trustees for the duration of their service as officers. The term of office for Elected Trustees shall be two years but shall not terminate until: (a) the installation of a successor; (b) the effective date of their resignation submitted in writing to the Secretary of the Board of Trustees; (c) upon their death; or (d) upon removal from the Board in accordance with the provisions of these Bylaws.  Individuals may serve as Elected Trustees for up to two successive terms and regain eligibility to serve as Elected Trustees after a hiatus of three years. 
  3. Vacancies. In case of vacancy among the Elected Trustees due to death, resignation or other cause, the remaining Trustees may, by majority vote, fill such vacancy, and the person(s) so elected shall serve during the remainder of the vacant term. Service in such vacancies shall not count toward the two-term limit on service. 

Section 3—Nomination and Election of Elected Trustees

A slate of nominees to be Elected Trustees shall be presented as individual positions by the Nominating Committee.  The Elected Trustees shall be elected by voting members either, as determined in the discretion of the Board, at the annual meeting of members, at a special meeting of members called and held for that purpose, by secure electronic or secure email means, or any combination thereof. The persons receiving the greatest number of votes from the voting members shall be elected Trustees.iv Service filling a vacated position shall not be included as part of an elected term.

Section 4—Quorum 

One-third (1/3) of the number of Trustees then in office shall constitute a quorum for the transaction of any business, except that in no event shall a quorum be less than five (5) Trustees. 

Section 5—Trustee Meetings, Notice, Electronic Participation 

  1. Annual Meeting. The Annual Meeting of the Board of Trustees shall generally be held in conjunction with the annual meeting of members. At the Annual Meeting of the Board of Trustees, the President or Treasurer shall present a summary of any audit report for the preceding fiscal year. 
  2. Special Meetings. Other meetings of the Board of Trustees, referred to as Special Meetings, may be held at any time upon call of the President, or the President-Elect, or any six Trustees. 
  3. Electronic Participation. Meetings of the Trustees may be held in whole or in part through any communications equipment whereby all persons participating can hear each other. Participation in a meeting held through such communications equipment shall constitute presence at any Trustee meeting.
  4. Notice. Written or electronic notice of any Annual or Special meetings of the Board of Trustees shall be sent to each Trustee at least seven (7) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes thereof.

The President shall preside at meetings of the Board of Trustees. Unless the Board of Trustees shall select some other person, the Secretary shall act as Secretary of such meetings.

Section 6—Voting, Manner of Acting; Alternative Action; Fiduciary Duty

  1. Manner of Acting. A majority of the votes cast on a matter where a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or these Bylaws.  Any requirement in these Bylaws that there be a writing or something in written form is satisfied by email or any form of information inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
  2. Action Without a Meeting. Any action required by law to be taken at a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed (or sent by electronic means) unanimously, by all of those entitled to vote with respect to the subject matter thereof with the consent effective upon receipt of the last Trustee’s consent, unless the consent form specifies a different effective date.  
  3. Fiduciary Duty. Trustees are expected to discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, in a manner the officer reasonably believes to be in the best interests of the Society, and disclose relevant known information to the other Trustees. Trustees are further expected to comply with the Conflict of Interest and other organizational policies. 

Section 7—Compensation 

Trustees, as such, shall not be entitled to receive salary or compensation for their service as Trustees, but may receive reimbursement of actual travel, lodging, and reasonable, organization-related out-of-pocket expenses incurred in the performance of their duties as Trustees and upon resolution of the Board, may serve the Society in other capacities and receive compensation therefor.

Section 8—Removal 

A Trustee may be removed from office, with or without cause, upon a vote of a majority of the Trustees then in office to remove him or her from office, whenever in the Trustees’ judgment the best interest of the Society would be served thereby, provided that all the Trustees have at least 21 days’ notice of the proposed removal and the Trustee at issue has an opportunity to address the Board personally, either by phone or in-person, as determined in the discretion of the Board.

Article III: Officers

Section 1—Officers: Authorized Positions, General Duties, Elections, Terms, and Vacancies

  1. Officer Positions. The officers of the Society shall be a: President, President-Elect, Vice President, Secretary, Treasurer, the Immediate Past President of the Society (the “Elected Officers”), the appointed Chief Executive Officer, if any, an Associate Treasurer, if any, and may include such other subordinate officers as the Board of Trustees may from time to time appoint or authorize the President to appoint. In addition to the powers and responsibilities set forth in Section 2, the officers shall have such additional powers and duties as set forth by statute and as may from time to time be prescribed or delegated to them by the Board of Trustees.
  2. Duties. Officers are expected to discharge their duties in good faith; with the care an ordinarily prudent person in a like position would exercise under similar circumstances; in a manner the officer reasonably believes to be in the best interests of the Society; and by disclosing relevant known information to the Trustees.
  3. Terms. All Officers except for the Treasurer shall hold office for one year until the next annual meeting of members or until their successors are elected. The term of the Treasurer shall be for a single, non-renewable three (3) year term.
  4. Election. The Secretary shall be elected by the voting members at the annual meeting, at a special meeting of members called and held for that purpose, or via electronic vote. The Secretary shall succeed to the office of Vice-President, then President-Elect, then President, and finally as Immediate Past-President.  A slate of nominees for Officers shall be presented by the Nominating Committee.
  5. Associate Treasurer. The Executive Committee may appoint an Associate Treasurer, upon recommendation by the Nominating Committee, to serve in a non-voting capacity for one year concurrently with the final year of the sitting Treasurer’s term, to prepare the individual, upon approval by the Executive Committee, for nomination for election as the Treasurer.
  6. Vacancies. The Trustees are authorized to fill vacancies in the positions of Vice President, Secretary, and Treasurer.

Section 2—Authority and Officer Responsibilities of the Officers

  1. President. The President shall: oversee implementation of all decisions of the Board of Trustees; preside at the Board of Trustee and Executive Committee meetings; be an ex officio, non- voting member of all committees; act as the Board’s representative in overseeing the Chief Executive Officer; and shall have such other duties and powers as the Board of Trustees may from time to time prescribe or authorize, and shall succeed to the office of Immediate Past President.
  2. President-Elect. The President-Elect shall act as President in the absence of the President and shall succeed the President. In case of the absence or disability of the President, the President -Elect shall assume the powers and duties of the President, and in the event the President resigns, is removed, or as determined by the Executive Committee, is otherwise unavailable no longer able to serve as President, shall take office as President. Additionally responsible for open Committee & Council appointments for Presidential year.
  3. Immediate Past-President. The Immediate Past-President shall Chair the Nominations Committee and serve as an active member of the Board of Trustees and Executive Committee.
  4. Vice-President. The Vice President shall have such powers and perform such duties as the Board of Trustees may from time to time prescribe or as the President may from time to time delegate, shall act as President in the absence or unavailability of both the President and the President-Elect.
  5. Secretary. The Secretary shall oversee a process for keeping the minutes of all meetings of the Board including all votes and resolutions adopted and shall record all such documents and records in a book kept for that purpose.  The Secretary oversee the process for issuing notices of all meetings, filing of all reports required by governmental authorities, and performing such other functions and duties as the Board may from time to time 
  6. Treasurer. The Treasurer shall oversee the custody of all funds, securities and assets of the Society.  He or she shall oversee the keeping of full and accurate account of Society's receipts and disbursements, and oversee the deposit of all monies and other assets in the name of the Society in such depositories or through such fiscal agents as the Board may from time to time prescribe.  The Treasurer shall oversee the disbursement of the funds and assets of the Society as ordered by the Board of Trustees, and shall provide an accounting of all transactions as requested prior to each meeting of the Board.  The Board of Trustees may appoint and empower such Associate Treasurers as shall be required to carry out the purpose of this section. The Treasurer shall furnish the Board with an operating and financial report at each regular and special meeting thereof, and shall present an annual financial report at the annual meeting of the Trustees and of the members.  
  7. Other Officers. The duties and terms of office of any other officers or assistant officers appointed pursuant to this Article shall be specified by the Board of Trustees or by the President if so authorized by the Board of Trustees.
  8. Chief Executive Officer. The Board may upon majority vote appoint and employ a Chief Executive Officer who shall handle all day-to-day matters and duties for the operation of the Society and shall be an ex officio non-voting member of the Board of Trustees. The foregoing duties shall include, but not be limited to, the hiring and discharge of employees to fill such positions as the Board may from time to time authorize; the execution of contracts or other instruments on behalf of the Society as the Board may authorize; and the signing of checks, drafts or other orders for payment.v  And other responsibilities and authority as set forth in any CEO employment agreement

Section 3—Removal

An Officer may be removed from office, with or without cause, upon a vote of a majority of the Trustees then in office to remove him or her from office, whenever in the Trustees’ judgment the best interest of the Society would be served thereby, provided that all the Trustees have at least 21 days’ notice of the proposed removal and the Officer at issue has an opportunity to address the Board personally, either by phone or in-person, as determined in the discretion of the Board.
 

Article IV: Committees & Councils

Section 1—Trustee Committees

The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate, authorize with specific responsibilities, and appoint one or more committees and their members.  Each committee that exercises the authority of the Board shall be referred to as a Board Committee, shall consist of two or more Board members and of only Board members.  Each Board Committee shall act within its scope of Board authorization and to the extent provided in its authorizing resolution shall have and exercise the authority of the Board in the management of the Society.  No such committee shall have the authority of the Board in reference to: amending, altering, or repealing the Articles of Incorporation or Bylaws; electing, appointing or removing any member of any committee or any Trustee or officer of the Society; adopting a plan of merger, dissolution, consolidation, or approving the sale, exchange, mortgage, or distribution of all or substantially all of the property and assets of the Society; revoking proceedings for dissolution; or amending, altering or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered or repealed by such committee 

Section 2—Executive Committee

The Society shall have an Executive Committee that shall have such powers and perform such duties as the Board may by Resolution delegate to it in writing from time to time. The Executive Committee of the Board of Trustees shall consist of the President, the President-Elect, the Immediate Past President, the Vice President, the Treasurer, the Secretary, the CEO (in a non-voting capacity), and the Associate Treasurer if any (in a non-voting capacity). The Executive Committee shall not have the power to elect an applicant to any of the categories of membership. During the intervals between the meetings of the Board of Trustees, shall have the following powers unless the Board acts by Resolution to restrict or expand such:

  1. Engage in immediate oversight and decision-making in the management of the business affairs of the Corporation on matters that are routine or are time-sensitive. 
  2. Make recommendations to the Board of Trustees as to matters of changes, extensions or revisions in Society policy;
  3. Receive and study reports of such committees as the Board of Trustees may direct;
  4. Act as an advisory body to the President;
  5. Maintain a record of its proceedings and regularly report its actions to the Board of Trustees; and
  6. Hire, evaluate, terminate, and determine the duties and compensation of the Chief Executive Officer. 

Any action duly taken by the Executive Committee within the course and scope of its authority shall be binding upon the Society

Section 3—Standing Committees

In addition to the Executive Committee, the Finance Committee and Nominating Committee shall be Standing Committees of the Society..vi

  1. The Finance Committee shall monitor the financial affairs of the Society, shall review a yearly budget for all operations of the Society and recommend this budget to the Board of Trustees, and review any annual audit of the Society. 
  2. The Nominating Committee shall prepare a slate of nominees for consideration of Trustees and Officers of the Society. Such a slate shall be presented to the Board of Trustees for its information and circulated thirty (30) days prior to the annual meeting of members for vote of the full slate by the voting members of the Society.

Section 4—Other Committees; Councils

Other Committees (called “Advisory Committees”) not having and exercising the authority of the Board of Trustees in the management of the Society shall have at least two members and may be appointed in such manner as may be designated by resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each such committee need not be Trustees of the Society, and the President-elect of the Society shall appoint the members thereof, and may remove any such member whenever in his or her judgment the best interest of the Society shall be served by such removal. 

Section 5 —Committee Composition, Terms, Vacancies, Quorum, Procedures

  1. Composition. The President-Elect shall appoint the Chairs and members, and fill the vacancies, of all Standing Committees, Subcommittees, and Councils, with the concurrence of the Board of Trustees, upon consultation with the respective Committee & Council Chairs. 
  2. Term. Chairs and Members of each shall be appointed to renewable terms of service, subject to annual confirmation by the Board, and otherwise shall continue in position until their respective successors shall be appointed. 
  3. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
  4. Quorum. Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
  5. Committee Procedures. The provision in these Bylaws pertaining to meetings, action without meetings, notice, waiver of notice, quorum, and voting requirements of the Board apply to committees and their members as well.  
Article V: Indemnification

The Society vii may, according to the procedures set forth in the Ohio Nonprofit Corporation Law, indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a Trustee, officer, employee, or agent of or a volunteer of the corporation, or is or was serving at the request of the corporation as a Trustee, officer, employee, member, manager, or agent, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the person's conduct was unlawful except that: 

  1. No indemnification shall be made with respect to any claim, issue, or matter as to which the person is adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation unless, unless a court determines that the person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court considers proper; and,
  2. To the extent that person is successful on the merits or otherwise in defense of any action, suit, or proceeding the person shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by the person in connection with that action, suit, or proceeding.
Article VI: Fiscal Year

The fiscal year of the Society shall end on the last day of December.

Article VII: Audit

The Treasurer shall cause the books and accounts of the Society to be subject to some form of annual audit by a qualified firm of certified public accountants, as determined by the Executive Committee and reported to the Board and the voting members.

Article VIII: Amendments

These Bylaws may be altered, amended, repealed or superseded either in whole or in part, by: (1) the affirmative vote of two-thirds (2/3) of the Trustees who are present at any meeting called for such purpose at which there is a quorum, or (2) the affirmative vote of two-thirds (2/3) of the Fellows, Senior Fellows, Master Interventionalists, and Members of the Society who are present at any annual or special meeting of members of the Society at which there is a quorum. 

Article IX: Dissolution

The Society shall use its funds only to accomplish the purposes specified in its Articles of Incorporation. No part of the funds shall be used to the advantage of any single person or be distributed to the members of the Society. In the event of dissolution or final liquidation of the Society, its remaining net assets shall be distributed to such nonprofit(s) or association(s) as are exempt from Federal Income Tax under Section 501(c) of the Internal Revenue Code, in accordance with the procedures required by the Ohio Nonprofit Corporation Law.  

These Bylaws take note that members of the Society in good standing are also considered members of the equivalent membership class of SCAI, per that organization’s Bylaws. 

iiThe Trustees reserve the right to impose sanctions for a member’s failure to pay dues or assessments to SCAI. 

iiiThese Bylaws take note that, the Officers and Trustees of the Society shall also serve as Trustees of SCAI, per that organization’s Bylaws. 

ivThe ballots for Society Trustees shall indicate that a vote cast for an individual of the Society is also a vote cast for that individual for Trustee of SCAI. 

vIt is noted that under the SCAI Bylaws, the Officers, Trustees and Nominating Committee members of the Society serve in the same roles for SCAI.

viiThe Program Committee shall plan the scientific program for the Annual Meeting and present these plans to the Board of Trustees and adhere to guidelines for maintenance of Continu¬ing Medical Education accreditation and to the budget approved by the Board of Trustees.

The Credentials Committee shall review applications for membership and shall submit the names of candidates for membership to the Board of Trustees of the Society for election to membership.

The Publications Committee shall oversee publication activities in keeping with the Standard Operating Procedures including; publication in SCAI’s Journals; coordination of publications arising as monographs, position papers, consensus documents, guidelines and other special publications; review paper proposals and review documents jointly authored with other societies for recommendation to the Executive Committee or Board of Trustees.

viiOhio Nonprofit Corporation Act: 1702.12 Authority of nonprofit corporation.

Subsection E(1).

A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a Trustee, officer, employee, or agent of or a volunteer of the corporation, or is or was serving at the request of the corporation as a Trustee, officer, employee, member, manager, or agent of or a volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not create, of itself, a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, a presumption that the person had reasonable cause to believe that the person's conduct was unlawful.

(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a Trustee, officer, employee, or agent of or a volunteer of the corporation, or is or was serving at the request of the corporation as a Trustee, officer, employee, member, manager, or agent of or a volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise against expenses, including attorney's fees, actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:

(a) Any claim, issue, or matter as to which the person is adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court considers proper;

(b) Any action or suit in which liability is asserted against a Trustee and that liability is asserted only pursuant to section 1702.55 of the Revised Code.

(3) To the extent that a Trustee, officer, employee, member, manager, agent, or volunteer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter in such an action, suit, or proceeding, the person shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by the person in connection with that action, suit, or proceeding.

 


 

Association Bylaws

As amended May 11, 2012

A 501(c)(6) nonprofit corporation registered in the District of Columbia.

Article I: Office and Registered Agent

Section 1: Principal Office

The principal office of the Society for Cardiovascular Angiography and Interventions (hereafter the “Corporation”) shall be in the District of Columbia.  

Section 2: Registered Office and Agent

The Corporation shall have and continuously maintain a registered office and a registered agent in the District of Columbia, as required by the District of Columbia Nonprofit Corporation Act.  The registered agent shall be either an individual resident of D.C. or a corporation authorized to transact busi­ness in D.C. 

Article II: Purposes

The purposes for which the Corporation is formed are as set forth in the Articles of Incorporation and include promoting the common interests and improving the business conditions and practices of those in the field of cardiovascular angiography and interventions.

Article III: Membership

Section 1: Classes and Qualifications

The Corporation shall have the same classes of members with the same qualifications as those of the Society for Cardiovascular Angiography and Interventions Foundation, a companion section 501(c)(3) corporation (hereinafter “SCAIF”).   A person accepted for membership in SCAIF shall automatically be a member of this Corporation in the same membership category.   Likewise, members of this Corporation in good standing are also members of the equivalent membership class of SCAIF.

Section 2: Certificates of Membership

Certificates of Membership in all categories shall be signed by the President and the Secretary.

Section 3: Member Discipline

Members of this Corporation are subject to and must abide by the membership disciplinary rules and ethical standards of SCAIF.    Any disciplinary action taken against a member of SCAIF shall be deemed to apply equally to such individual’s membership in SCAI. 

Section 4: Meetings

  1. At annual or special meetings of the members, a quorum for the transaction of any business shall consist of no less than twenty (20) Fellows and/or Senior Fellows of the Society, of which at least four (4) must be current members of the Board of Trustees.
  2. The annual business meeting of members of the Corporation shall be held each year during the Annual Scientific Sessions of SCAIF on a date to be determined annually by the Board of Directors.  At such annual business meeting, the Fellows and Senior Fellows of SCAIF shall elect the Trustees and officers of SCAIF, who shall also serve as the directors and officers of this Corporation until the next annual business meeting or until their successors are duly elected.   In addition, at such annual business meeting, reports of the directors, officers and committees of the Corporation shall be presented to the members, including a written financial report of the operation and the status of the finances of the Corporation at the close of its most recent fiscal year.   Such other business may be brought before the meeting as shall be determined by the officers and the Nominating Committee.  The Chairman shall have the authority to recess the annual business meeting for any reason, and must state a date, time and location to reconvene and complete the meeting prior to conclusion of the SCAIF Annual Scientific Sessions.
  3. Special meetings of the members of the Corporation shall be called upon the vote of no less than one-third (1/3) of the directors then serving. Such meetings shall be held at such time and place as set forth in the notice thereof, as hereinafter provided.
  4. With the exception of the first meeting of members, written notice of annual and special meetings of the members of the Society shall be sent to each member at least seven (7) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes thereof.

Section 5: Voting By Electronic Ballot

Any action which may be taken at any annual or special meeting of the members may be taken without a meeting if the Corporation delivers by electronic mail or otherwise a written ballot to every member entitled to vote on the matter.   Voting by written ballot shall be permitted to the fullest extent allowed by law, and shall be conducted as follows:

  1. The ballot shall set forth each proposed action and shall provide an opportunity  to vote either for or against each proposed action.
     
  2. The number of ballots received by the Corporation must equal or exceed the quorum that would have been required had there been a meeting (i.e., Corporation  must receive a valid ballot from one-third or more of its voting members.)
     
  3. Unless otherwise indicated in these bylaws, a majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to each matter on the ballot.
     
  4. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve each matter, and specify the time by which a ballot must be received by the corporation in order to be counted.
Article IV: Board of Directors

Section 1: Powers

The powers of the Corporation shall be exercised, its business and affairs conducted, and its property controlled by the Board of Directors, except as otherwise provided by law, the Articles or these Bylaws.  Without limiting the general powers conferred by or implied in the preceding sentence, the Directors, acting as a Board and by majority vote, shall have power:

  1. To elect or appoint, to define and limit the powers and duties of, and to remove all employees of the Society, and to fix their salaries or compensation;
     
  2. The Board of Directors, at its discretion, may retain an Executive Director to assist in handling the affairs of the Corporation. The Executive Director recommends plans of operation, conducts the business of the Society under the guidance of the Board of Directors and prepares an annual report. From time to time, the Board of Directors shall determine other duties and responsibilities of the Executive Director;
     
  3. To elect or appoint, to define and limit the powers and duties of, to delegate authority to and, in their discretion, to remove committees or any members thereof;
     
  4. To designate depositories of the funds and securities of the Corporation and the officers or other persons who shall be authorized to sign checks, notes, drafts, contracts and other instruments on behalf of the Society;
     
  5. To acquire real or personal property for the Corporation by purchase, gift or otherwise and to sell, lease, mortgage or otherwise dispose of any and all real or personal property owned by the Corporation.

Section 2: Number; Qualifications; Removal

The members of the initial Board of Directors of the Corporation shall be those indi­vi­duals named in the Articles of Incorporation and shall serve until their successors are elected and qualified.  Thereafter, the Board of Directors of the Corporation shall be com­posed of the same persons who are elected to serve as trustees for SCAIF, and they shall serve for the same terms of office and be subject to the same resignation, removal, and vacancy provisions as provided for in the SCAIF bylaws.  A person removed from the SCAIF board shall automatically be removed from this Board.

Section 3: Quorum

At all meetings of Directors, one-third (1/3) of the number of Directors then serving, but in all events not less than five (5) Directors, if present in person or by telephone, shall constitute a quorum for the transaction of any business. At each meeting of Directors at which a quorum is present, action taken shall be by majority vote.

Section 4: Annual Meetings

The Annual Meeting of the Board of Directors shall be held following the annual meeting of members. Other meetings of the Board  shall be held at such times as the Board shall from time to time determine. Special meetings of the Board may be held at any time upon call of the President, or the President-Elect, or any two Directors.

Written notice of meetings of the Board shall be sent to each Director at least seven (7) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes thereof.

The President shall preside at meetings of the Board of Directors. Unless the Board shall select some other person, the Secretary shall act as Secretary of such meetings.

Section 5: Summary of Audit

At the Annual meeting of the Board of Directors, the President shall present a summary of the audit report for the preceding fiscal year.

Section 6: Compensation

Directors, as such, shall not be entitled to receive salary or compensation for their services, but such restriction shall not be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 7: Dues

Annual dues and any assessments shall be established by the Board of Directors.  Pursuant to the SCAIF bylaws, dues and assessments payable to SCAIF shall be billed, collected and otherwise administered by this Corporation.  Any sanctions taken against an individual’s membership in SCAIF or this Corporation for a failure to pay dues or assessments shall apply equally to that individual’s membership in the other organization.

Section 8: Unanimous Written Consent In Lieu of a Meeting

The Board may take action without a meeting if writ­ten consent to the action is signed by all of the directors.   Written consents may be returned by any means, including by electronic mail.  

Section 9: Telephone Meeting

Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to pre­sence in person at the meeting for purposes of determining if a quorum is present.

Article V: Officers

Section 1: Qualifications; Removal

The Officers of the Corporation shall be com­posed of the same persons who are elected to serve as officers of SCAIF (consisting of a President, President-Elect, the Immediate Past President, a Vice President, a Secretary, and a Treasurer), and they shall serve for the same terms of office and be subject to the same resignation, removal, and vacancy provisions as provided for in the SCAIF bylaws.  A person removed as an officer from SCAIF shall automatically be removed as of officer of this Corporation.

Section 2: Duties of Officers

The President shall be the chief executive officer of the Corporation.   He/she shall preside at all meetings of the members and the Board of Directors.  In case of the absence or disability of the President, all powers and duties performed by the President shall be performed by the President-Elect.  The Secretary shall record all business and transactions of the Society and its committees, and shall receive applications for membership and proposals for amendments.   The Treasurer shall be the custodian of the funds and assets of the Society, and shall prepare and have audited an annual report for presentation at the annual meetings of members and of Directors.

Section 3: Additional Duties

The President, the President-Elect, the Vice President, the Secretary, the Treasurer, and any other officers and assistant officers shall have such additional powers and duties as may from time to time be prescribed or delegated to them by the Board of Trustees of SCAIF or the Board of this Corporation.

Section 4: Bonding

If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond, approved by the Board of Directors.

Article VI: Committees

Section 1: Committees

At each Annual Meeting of the Board of Directors, the President with concurrence of the Board shall appoint the Chairmen and members of all Standing Committees, and may appoint such other Committees and the Chairmen and members thereof, as it shall from time to time determine to be appropriate. Members of each Committee shall continue in office until their respective successors shall be appointed. Vacancies may be filled by the Board of Directors. Committee actions shall be reported to the Fellows and Senior Fellows of the Corporation at each Annual Meeting and shall be subject to approval or ratification by the Board.

Section 2: Rules

Each Committee shall fix its own rules of procedures and the time and place of holding its meetings. At each such meeting a majority of the members who may appear, either in person or by written proxy, shall constitute a quorum, and the affirmative vote of a majority of these shall be necessary to act.

Section 3: Executive Committee

The Executive Committee of the Board shall in each administration consist of the President, the President-Elect, the Immediate Past President, the Vice President, the Treasurer, and the Secretary. The Executive Committee shall have the following duties and responsibilities:

  1. During the intervals between the meetings of the Board, to exercise such powers as may be delegated to it by the Board, except that it shall not have the power to elect an applicant to any of the categories of membership, or to regulate initiation fees or annual dues;
     
  2. Make recommendations to the Board as to matters of changes, extensions or revisions in Corporation policy;
     
  3. To receive and study reports of such committees as the Board may direct;
     
  4. To act as an advisory body to the President;
     
  5. To keep a record of its proceedings and report the same to the Board at the next succeeding meeting for its approval or disapproval; and
     
  6. To hold its meetings at such place or places as it may from time to time determine. In addition, the Committee may be called upon to confer at any time by the President of the Corporation.
Article VII: Indemnification

Each Director and Officer shall be indemnified by the Corporation against all costs, expenses and recovery or judgments reasonably incurred by him in connection with the defense of any action, suit or proceeding to which he is made a party by reason of his being or having been a Director or officer of the Corporation, except with respect to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for dereliction or negligence in the performance of his duty as such Director or Officer. In case of settlement of any action, suit or proceeding to which any Director or Officer is made a party, or which may be threatened to be brought against him, by reason of his being or having been a Director or Officer, he shall be indemnified by the Corporation against all costs and expenses, including the cost of settlement, reasonably incurred by him in connection with such action, suit, or proceeding, if the Corporation shall be advised by independent counsel that such Director or Officer was not derelict or negligent in the performance of his duty as such Director or Officer with respect to the matters covered by such action, suit or proceeding.

 

Article VIII: Fiscal Year

The fiscal year of the Corporation shall end on the last day of December

Article IX: Audit

The Treasurer shall cause the books and accounts of the Corporation to be audited at least annually by a qualified firm of certified public accountants. The reports of such audits shall be made to the President, Directors and Fellows and Senior Fellows of the Corporation, as provided herein.

Article X: Electronic Notice and Signatures

Unless otherwise required by law, if any provision of these bylaws requires a notice or communication to any member, director, or committee member, or any record, to be in writing, an electronic record or an electronic communication satisfies the requirement.  Similarly, unless otherwise required by law, if any provision of these bylaws requires the signature of a members, director, or committee member, an electronic signature satisfies the requirement.

Article XI: Amendment

These Bylaws may be altered, amended, repealed or superseded either in whole or in part, by the affirmative vote of two-thirds (2/3) of the Fellows and Senior Fellows of the Corporation who are present at any meeting called for such purpose at which there is a quorum, or without a meeting by an affirmative electronic ballot returned by at least two-thirds (2/3) of the Fellows and Senior Fellows of the Corporation.