Mission & Bylaws

MISSION

The mission of the Society for Neuroscience in Anesthesiology and Critical Care (SNACC) is to advance the art and science of the care of the neurologically impaired patient through education, training and research in perioperative neuroscience.

 

BYLAWS OF THE SOCIETY FOR NEUROSCIENCE IN ANESTHESIOLOGY AND CRITICAL CARE
Approved October 2014

ARTICLE 1
MEMBERSHIP
1.1 Eligibility
The membership shall consist of three (3) categories:
1.1.1 Active
An active member shall be a person who supports the mission of the Society and who works in any area relevant to perioperative neuroscience. Active members may vote, nominate and hold office in the Society.
1.1.2 Trainee
A Trainee member shall include medical or basic science students, and Residents or Fellows currently enrolled in an approved training program related to perioperative neuroscience. Trainee members shall have no vote and may not nominate or hold office in the Society.
1.1.3 Emeritus
Any Active Member of the Society who, because of disability or retirement, is withdrawing from active practice in their relevant profession may make application to the Board of Directors requesting that he/she be made an Emeritus Member. This application may be accepted at the discretion of the Board of Directors. Emeritus members may vote and nominate, but not hold office in the Society.
1.2 Application for membership
Applications for Active and Trainee memberships shall be via a standard on-line application form, or other method as from time to time agreed. Trainee applications must be accompanied by verification from the applicant’s educational institution.
1.3 Voting Rights
Active and Emeritus Members shall have voting rights and other rights only as provided in the Bylaws of the Society.
1.4 Dues
The annual dues and dues cycle of the Society shall be determined by the Board of Directors. Dues shall be collected on an annual basis and membership in the Society renewed annually on payment of assessed dues. The Secretary-Treasurer shall be required to notify all members delinquent in dues at least 60 days after the due date. A member suspended for nonpayment of dues will be eligible for reinstatement on payment of all delinquent dues or assessments.
ARTICLE 2
MEETINGS OF THE MEMBERSHIP
2.1 Annual Meetings
The Society shall hold an Annual Meeting which will be a combined business and educational meeting. The place and time of the Annual Meeting shall be determined by the Board of Directors.
2.1.2 Quorum
A quorum of the Annual Business Meeting shall consist of five percent (5%) of the membership who are entitled to vote.
2.1.3 Order of Business
The order of business at the Annual Business Meeting shall be as follows:

  1. Call to Order
  2. Minutes of the last meeting
  3. Report fromthe President
  4. Report of Secretary-Treasurer
  5. Committee Reports
  6. Old Business
  7. New Business
  8. Election of new Officers and Presidential succession
  9. Adjournment

The President shall preside at the Annual Business Meeting of the Society. In the absence of the President, or if the President refuses or is unable to act, such meeting shall be called by an Officer designated by the Board of Directors. Only active and Emeritus members may participate in the Society’s business meetings. Trainee members may attend as observers.

2.2 Special Meetings
Special meetings of members, for any purpose or purposes, shall be called by the President upon the order of the Board of Directors, or upon the request in writing or electronically of twenty (20) members entitled to vote at such meeting. Such request shall state the purpose or purposes of the proposed meeting which shall be held not more than sixty (60) days after the receipt of the request. In the absence of the President, or if the President refuses or is unable to act, such meeting shall be called by an Officer designated by the Board of Directors. Notice of a special meeting shall be given in writing or electronically by the President or by the Secretary-Treasurer (or, in the case of their refusal to give such notice, by an officer designated by the Board of Directors), stating the time, place and purposes of the meeting. Such notice will be given electronically, by telephone or by post not less than ten (10) days prior to the meeting date. At any special meeting of the Society, only those matters that are within the purposes described in the meeting notice may be voted on by the members. If any meeting is adjourned to another time or place, no notice as to such adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken.
ARTICLE 3
BOARD of DIRECTORS
3.1 General Powers
The Board of Directors shall manage the affairs of the Society.
3.2 Composition
The Board of Directors shall consist of:

  1. The Executive Committee comprising the Executive Officers of the Society as follows, President, President-elect, Vice President, Secretary-Treasurer, and the Immediate Past President;
  2. Eight (8) Board Members composed of Directors for Membership, Scientific Affairs, Education, Communication and Research, and up to three (3) Directors at-Large.
3.3 Terms of Office
Officers will serve one year terms in each post with automatic succession from Secretary-Treasurer to Vice President, to President-elect, to President and to Immediate Past President unless a vacancy arises because of the death, resignation or removal of an Officer. In such circumstances the vacant post will be replaced in line with the arrangements for automatic succession noted above, except for a vacancy in the Secretary-Treasurer post which the Board of Directors, by majority vote, shall have the power to fill from within their ranks. In the event of a vacancy of the Immediate Past President, the Board of Directors may, by majority vote, leave the post vacant or appoint a Past President. Directors shall serve a three (3)-year term, and may serve a total of two (2) successive full terms if re-elected after the first.
3.4 Meetings
An in-person meeting of the Board of Directors shall be held, without other notice than this Bylaw, twice a year; immediately before and/or after and at the same place as the Annual Meeting of the Society, and also mid-term at a time and place to be determined by the Board of Directors. The Board of Directors may provide by resolution the time and place for the holding of additional meetings without other notice than such resolution. These meetings may be held in person, via telephone or electronically. Special meetings of the Board of Directors may be called by, or at the request of, the
President or any two Officers or Directors. Notice of the time, place and purpose of a special meeting shall be given at least three (3) days prior to the time of the meeting by telephone, email, or by post to the Directors’ addresses as appear on the Society’s records.

The Executive Committee shall meet regularly, usually by teleconference except at the times of the in-person meetings of the Board of Directors.

The President shall preside at all meetings of the Executive Committee and Board of Directors.

3.5 Quorum
A majority of the number of Directors shall constitute a quorum for the transaction of business by the Board of Directors. Three Officers shall constitute a quorum for the Executive Committee.
3.6 Compensation
No Director or Officer shall be entitled to or shall receive any compensation for attendance at meetings of the Board of Directors or Executive Committee.
3.7 Committees
The Executive Committee shall have and exercise the authority of the Board of Directors in the day to day running of the Society. In addition to the statutory Committees constituted in these Bylaws, the Board of Directors may, by resolution adopted by a majority of the Directors, designate standing committees of the Board with limited authority as agreed by the Board of Directors.
3.8 Vacancies
The Board of Directors by majority vote of the members thereof shall have the power to fill vacancies in the Board, including vacancies resulting from an increase in the number of Directors, the death, resignation or removal of a Director or Officer, or otherwise, if it is necessary to fill such vacancy before the next election cycle.
ARTICLE 4
OFFICERS AND DIRECTORS
4.1 Executive Officers
The Society shall have a President, President-elect, Vice President, Secretary-Treasurer, and Immediate Past President, each of whom must be an Active member of the Society.
4.1.2 Election of Officers
The Secretary-Treasurer will be elected annually by popular vote of the membership and take up office at the Annual Meeting of the Society. At the conclusion of the Annual Business Meeting of the Society the President-Elect shall automatically become the President of the Society. There shall also be automatic succession from departing Secretary-Treasurer to Vice President, from Vice President to President-elect, and from President to Immediate Past President.
4.1.3 President
The President shall preside over meetings and supervise the activities of the Society. In his/her absence, the President-Elect shall preside. In the event that the President and the President-Elect are unable to preside, the Immediate Past President or the Secretary-Treasurer shall preside.
4.1.4 President-Elect
In the absence of the President or in the event of his death or inability to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers and responsibilities of the President. The President-elect shall also be responsible for coordinating educational content on behalf of the Society at other organizations’ meetings, including, but not restricted to, the International Anesthesia Research Society and American Society of Anesthesiologists annual meetings
4.1.5 Vice President
In the absence of the President and President-Elect or in the event of the President’s and President-Elect’s inability or refusal to act, the Vice-President shall perform the duties of the President and, when so acting, shall have all the powers and responsibilities of the President. The Vice-President shall also be responsible for organizing the Annual Meeting of the Society, and perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
4.1.6 Secretary-Treasurer
The Secretary-Treasurer shall ensure that (i) minutes of all meetings, including those of the Board of Directors and Executive Committee, are recorded, (ii) notices of all meetings of members are communicated in the appropriate manner, (iii) new members are notified of outcome of their membership application. He/she will also (iv) have charge of all funds of the Society, (v) carry out correspondence related to the business affairs of the Society, and (vi) perform other duties as may be expected of a Secretary-Treasurer, or as from time to time directed by the Board of Directors.
4.1.7 Immediate Past President
The Immediate Past President shall serve as the chair of the Nomination Committee. He/she will also provide counsel to the Executive Committee
and Board of Directors on all Society matters, and take responsibility for specific tasks as requested from time-to-time by the Board of Directors and Executive Committee.
4.2 Directors
Directors shall serve staggered three (3) year terms, and may serve a total of two (2) successive full terms in these positions if re-elected by majority vote of those members voting in the year prior to the expiration of the term. The Board of Directors shall appoint from within its ranks the chairs of the Membership, Scientific Affairs, Education, Communication, and Research Committees by majority vote.
4.3 Removal from Office
Any Officer or Director may be removed by affirmative vote of a majority of the Board of Directors whenever in its judgment the best interests of the Society will be served by such removal from office.
ARTICLE 5
COMMITTEES
The following statutory Committees shall operate unless from time to time they are deemed unnecessary by a majority vote of the Board of Directors. If a statutory Committee is temporarily disbanded, the need for reinstatement shall be reviewed at least annually.
5.1 Scientific Affairs Committee
The Scientific Affairs Committee shall be chaired by a Director and be responsible for review of abstracts, selection of travel awards, and planning of poster/abstract sessions at the Annual Meeting of the Society. The committee shall also be responsible for evaluating and generating clinical care pathways on behalf of the Society in an evidence-based manner, and for other matters as directed by the Board of Directors.
5.2 Education Committee
The Education Committee shall be chaired by a Director and be responsible for all matters relating to the educational activities of the Society, with the exception of the organization of the Annual Meeting. This will include the development and updating of on-line material, and the provision of other educational content as directed by the Board of Directors. The Education Committee will liaise closely with the Communication Committee to facilitate effective dissemination of educational products to members.
5.3 Membership Committee
The Membership Committee shall be chaired by a Director and consist of key constituent groups, and include the SNACC Membership Manager and Executive Director ex officio. The committee shall be charged with review of applications for membership of the Society and for recruiting and retaining members. The Membership Committee shall report to the Board of Directors at least twice each year.
5.4 Nomination Committee
The Nomination Committee shall be chaired by the Immediate Past President and comprise at least 5 (five) other active members of the Society who are not candidates for any open position, elected annually by the Executive Committee. The membership of the Nomination Committee shall be published on the Society’s website.
The Nomination Committee shall be responsible for recommending to the Executive Committee the names of candidates duly proposed and seconded for election to the Secretary-Treasurer and vacant Director positions. The candidates for election shall be announced and published on the Society’s website at least six (6) weeks prior to the election, which may held via electronic or paper ballot. A quorum for electronic ballot will be 5% of the members eligible to vote.
The Nomination Committee is also responsible for seeking and reviewing nominations to the Teacher of the Year and Distinguished Service Awards and for making recommendations to the Executive Committee.
(Revised October 22, 2015). No board member is allowed to apply for one of the yearly awards (Teacher of the Year/Education or Distinguished Service Award) and they are not allowed to be awarded the Michenfelder New Investigator or the Travel Awards.
5.5 Communication Committee
The Communication Committee shall be chaired by a Director and be responsible for the effective communication of all aspects of Society business, including via the website, newsletter, and any other means. The Committee shall also be responsible for communication with related organizations and for any other activity from time to time requested by the Secretary-Treasurer and Board of Directors.
5.6 Research Committee
The Research Committee shall be chaired by a Director and be responsible for all matters relating to scientific research in perioperative neuroscience
in line with the aims and objectives of the Society.
5.7 Short-lived Committees/Taskforces
The Board of Directors may from time-to-time constitute short-lived Committees or Taskforces to address specific issues. Such Committees or Taskforces shall be in effect for one year only, unless renewed by a majority vote of the Board of Directors.
5.8 Ad Hoc Committees
The President may from time to time at his/her discretion appoint ad hoc committees for the performance of duties not covered by other committees. Such committees shall be in effect for one year only, unless renewed by a majority vote of the Board of Directors.
ARTICLE 6
MISCELLANEOUS
6.1 Representative to other organizations
The Board of Directors shall from time to time appoint SNACC members to represent the Society at related organizations. These shall be for a one (1)-year period, renewable at the discretion of the Board if Directors.
The SNACC representative to the ASA House of Delegates shall be elected by the Board of Directors for a three (3)-year term and be eligible for re-election for one (1) additional three (3)-year term. Such representative shall be, of have been, a member of the Board of Directors of the Society.
6.2 Ethics
All members of the Society shall conduct their professional practices in compliance with the Code of Ethics of the American Medical Association. If any member has reason to question the professional conduct of another member, he/she should file a letter of complaint against such member to the Board of Directors which shall conduct a full inquiry into the charges. If, in the opinion of the Board of Directors, the charges are valid and a member is found guilty of unprofessional conduct or of a violation of the Code of Ethics of the American Medical Association, he may be suspended from membership in the Society by a majority vote of the Board of Directors.
6.3 Dissolution
In the event of dissolution of the Society, all of the assets and property of every nature and description whatsoever remaining after the payment of liabilities and obligations of the Society, but not including assets held by the Society upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution of the Society, shall be paid over and transferred to a Society or other entity exempt from tax as an exclusively charitable, educational, literary or scientific organization under Section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any successor United States Internal Revenue Law) having substantially similar purposes and no portion of said assets and property shall inure to the benefit of any member of the Society or any enterprise organized for profit.
6.4 Indemnification
The Society shall indemnify its officers, directors, employees and agents to the maximum extent permitted by law.
ARTICLE 7
AMENDMENTS
7.1 Amendments to the Bylaws
Proposed changes to the Bylaws shall be presented to the Board of Directors at any time as deemed necessary. Approval of Bylaws may be made by majority vote among the Board of Directors by electronic or paper ballot.