SOCIETY OF NEUROSURGICAL ANESTHESIA AND CRITICAL CARE BYLAWS

(Adopted July 2002, Proposed substantial amendments October 2004)

(Approved October 2004)

1.10 The name of this corporation is the Society of Neurosurgical Anesthesia and Critical Care (hereinafter called the “Society”).

ARTICLE II – MISSION STATEMENT

2.10 The mission of the Society is to advance the art and science of the care of the neurologically impaired patient.

ARTICLE III – OFFICES

3.10 Registered Office and Registered Agent
The Society shall have and continuously maintain in the State of Pennsylvania a registered office and a registered agent whose office shall be identical with such registered office. The registered office of the Society in the State of Pennsylvania is the Department of Anesthesiology, 3401 North Broad Street, Philadelphia, Pennsylvania.

3.20 Executive Office
The Society may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the Society may require.

ARTICLE IV– CORPORATE SEAL

4.10 The corporate seal shall have inscribed thereon the name of the Society, the year of its organization and the words "Corporate Seal, Pennsylvania."

ARTICLE V - MEMBERSHIP

5.10 Categories

The Society shall have three (3) classes of members: regular members, resident members and emeritus members. Any physician or scientist interested in the affairs of the Society shall be eligible for election to membership in the Society. All applications for membership shall be submitted to the Board of Directors and either approved by said Board or approved in such other manner as the Board may prescribe.

5.101 Regular Members

All regular members in good standing shall possess the same rights and privileges as may be provided in these Bylaws. Each regular member in good standing shall be entitled to one vote at annual or special meetings of the members and shall be entitled to one copy of all publications regularly distributed to members.

5.102 Resident Members

All resident members shall possess the same rights and privileges as regular members with the exceptions that resident members shall not possess the right to hold office or have voting privileges.

5.103 Emeritus Members

All emeritus members shall possess the same rights and privileges as regular members with the exception that emeritus members shall not possess the right to hold office.

5.20 Dues

5.201 The annual dues of all members shall be in such amount as the Board of Directors may determine .

5.202 There shall be no annual dues or assessments required of Emeritus Members.

5.203 Annual dues are payable on January 1 of each year.

5.204 A member shall be deemed delinquent if the dues are unpaid by March 31; and, after notification, and if delinquent on May 1, the member shall be terminated from membership in this Association.

5.205 Any member in good standing may resign from the Society by submitting a written communication addressed to the Secretary. There shall be no pro-rated reimbursement of dues for the remaining period of the paid-up year of resignation.

5.30 Meetings

5.301 Annual Meeting

An annual meeting of members shall be held in each year at a time and place designated by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and officers, considering reports to be laid before such meeting and transacting such other business as may be specified in the notice of the meeting. Notice of the annual meeting of the members shall be given by the Secretary to each member of record entitled to vote thereat either by written notice or by publication thereof, at least five (5) days prior to the day named for the meeting. The annual meeting may be held at the time of, and as part of, a regular meeting called no earlier than (or no later than) six (6) months before (or after) the annual meeting date specified herein.

5.302 Regular Meetings
In addition to the annual meeting, regular meetings shall be held, at such times and places and for such purposes as shall be designated by the Board of Directors and stated in the notice of the meeting to be given in the same manner as for the annual meeting. Additional regular meetings shall be held as the Board of Directors may determine.

5.303 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, signed by twenty (20) members entitled to vote at such meeting. Such request shall state the purpose or purposes of the proposed meeting and said meeting 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 every special meeting of members shall be given in writing by the President or by the Secretary (or, in the case of their refusal to give such notice by an officer designated by the Board of Directors), which notice shall state the time, place and purposes of such meeting. Not less than ten (10) days prior to any such meeting a copy of such notice shall be served upon, or mailed, postage prepaid, or transmitted via FAX or E-mail, to each member at his or her last address as it then appears in the records of the Society. 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.

5.304 Quorum

To constitute a quorum at any meeting of members there shall be present in person not less than ten (10) members. If there shall be no quorum at the time when and the place where any meeting is called to be held the members, who may exercise a majority of the voting power present in person, may adjourn such meeting from time to time without notice, other than an announcement at the meeting, until a quorum exists. No business shall be transacted at any such adjourned meeting except such business as might have been properly transacted at the original meeting.

5.305 Voting

At any duly organized meeting, except when otherwise provided by law, the Articles of Incorporation or these Bylaws, the vote cast or action taken by a majority of the members present shall control. Members must be present in order to vote and no proxies shall be allowed or recognized.

5.306 Procedure

Unless otherwise provided by law, the Articles of Incorporation or these Bylaws, STURGIS, STANDARD CODE OF PARLIAMENTARY PROCEDURE shall govern the conduct of all duly organized meetings of members.

5.307 Order of Business

The order of business at the Annual Business Meeting shall be as follows:
a. Call to order.
b. Secretary and Treasurer’s reports.
c. Committees and Task Forces reports.
d. Old business.
e. New business.
f. Election of officers and directors.
g. Annual report of the president.
h. New president assumes office (in years applicable).
i. Adjournment

5.3071 The Board of Directors or the President shall have discretion to alter or modify the order of business.

5.3072 Guests may be excluded from the Annual Business Meeting when approved by a majority vote of the Board of Directors.

ARTICLE VI - DIRECTORS

6.10 Composition

The Board of Directors shall consist of the Executive Committee (composed of the officers of the Society plus the immediate past president) and six (6) Directors (composed of a Vice-President for Communications and five directors at-large) .

6.20 Duties

The business of this Society shall be managed by its Board of Directors

In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors shall exercise all powers of the Society and do all lawful acts and things as are authorized or required by statute to be exercised or done by directors.

6.30 Vacancies

The Board of Directors, by majority vote of the members thereof, shall have the power to fill any 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. Officers and directors may succeed themselves.

6.40 Meetings

6.401 Annual Meeting
There shall be an annual meeting of the Board of Directors on the day preceding the annual meeting of members, when the Board shall receive the annual reports of directors, officers and committees, and transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held as designated, any director may call such a meeting at any time thereafter.

6.402 Regular and Special Meetings

Regular or special meetings of the Executive Committee or Board of Directors may be called by or at the request of the President or any two (2) officers or directors. Such meetings may be held on such dates and at such place or places as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.

In the absence of pre-appointed dates or places, upon the written request of any person entitled to call a special meeting, it shall be the duty of the Secretary to call the special meeting to be held at such time as the Secretary may fix, not less than ten (10) nor more than thirty (30) days after the receipt of the request. If the Secretary shall neglect or refuse to issue such call, the person or persons making the request may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto.

6.403 Meetings by Electronic Means

To the extent authorized by law, meetings by the Board of Directors or any committee by conference telephone, e-mail, or similar communications equipment shall be permitted, provided that all members are able to participate. Participation in a meeting by such means shall constitute presence in person at any such meeting.

6.404 Meeting Notification

Written notice of every meeting of the Executive Committee or Board of Directors stating the time, place and object thereof, shall be given by or at the direction of the person authorized to call the meeting, to each member of the respective group at least five (5) days prior to the day named for the meeting, unless a greater period of notice is required by statute in a particular case. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting, or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

6.404 Quorum

6.4041 Executive Committee

A majority of officers shall be necessary to constitute a quorum for the transaction of business of the Executive Committee. The acts of a majority of the officers present at a meeting, at which a quorum is present, shall be the acts of the Executive Committee. The officers present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine. All members of the Board of Directors may attend a meeting of the executive committee. They may have full voting rights at such meetings but will not be considered in the determination of a quorum.

6.4042 Board of Directors

A majority of the Board of Directors, three of which must be officers, shall be necessary to constitute a quorum for the transaction of business of the Board of Directors. The acts of a majority of the officers or directors present at a meeting, at which a quorum is present, shall be the acts of the Board of Directors. The directors present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine.

6.405 Consent in Writing to Action

6.4051 Executive Committee

If all the officers shall severally or collectively consent in writing to any action to be taken by the Society, such action shall be as valid Society action as though it had been authorized at a meeting of the Executive Committee.

6.4052 Board of Directors

If all the officers and directors shall severally or collectively consent in writing to any action to be taken by the Society, such action shall be as valid Society action as though it had been authorized at a meeting of the Board of Directors.

6.406 Compensation

Officers or Directors may receive reasonable compensation for their services including reimbursement for reasonable expenses incurred in the execution of their duties. An officer or director may be a salaried officer of the Society.

ARTICLE VII – COMMITTEES

7.10 The Board of Directors may from time to time designate from its membership, a committee chairperson or committee chairpersons and the Board of Directors may also create from its members as well as from others a committee or committees of such Board to act in the intervals between meetings of the Board and, except where otherwise prohibited by law, may delegate to such committee or committees any of the powers of such Board, and may define the extent to which such powers may be delegated or exercised. Any such committee or committees shall be at all times subject to the direction and control of and shall be responsible to the Board of Directors. Unless otherwise provided by the Board of Directors, any such committee may act only by a majority of its members present at a duly organized meeting, or by a writing signed by all of the members thereof, and a majority of the members of any such committee shall constitute a quorum for a meeting of such committee. Any action taken by any such committee within the scope of the powers delegated thereto by the Board of Directors shall be effective for all purposes in like manner and to the same extent as would be the action of the Board of Directors. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by statute, these Bylaws or the Board of Directors and shall keep a written record of all action taken by it, copies of which shall be filed with the Secretary and made available to the Board.

7.20 Executive Committee
7.201 Composition

The Executive Committee shall consist of the President, the President-Elect, the Secretary, the Treasurer, the Vice-President for Education and Scientific Affairs and the Immediate Past President.

7.202 Function
The Executive Committee shall have full authority to act for and on behalf of the Board in the interval between Board meetings. The Executive Committee shall not have any power or authority as to the following:

(i) The adoption, amendment or repeal of the Bylaws.

(ii) The amendment or repeal of any resolution of the Board.

Minutes of all meetings shall be kept and all action taken by the Executive Committee shall be reported to the Board of Directors.

7.20 Nominating Committee

The Nominating Committee shall consist of two (2) regular members of the Society who are not officers or directors and who are elected at the annual meeting for staggered two (2) year terms, and the President-Elect who shall preside as chair of the committee.

ARTICLE VIII – OFFICERS AND DIRECTORS

8.10 The officers and directors of the Society shall be chosen by the members at the annual meeting of the membership.They shall hold their offices for such terms and shall have such authority and shall perform such duties as shall from time to time be prescribed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Treasurer. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise.

8.20 Assistant Officer

As the needs of the Society may require, assistant officers may be elected by the members at the annual meeting of the membership.

8.30 Qualifications

The officers shall be regular members in good standing of the Society.

8.40 Removal from Office

Any officer or director may be removed by affirmative vote of majority of the Board of Directors whenever in its judgment the best interests of the Society will be served thereby.

8.50 Officers Responsibilities

8.501 President
The President shall be the chief executive and operating officer of the Society; shall preside at all meetings of the Executive Committee and Board of Directors; shall have general and active management of the affairs and operations of the Society; and shall see that all orders and resolutions of the Executive Committee or Board are carried into effect, subject, however, to the right of the Executive Committee or Board to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Society. The President shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Society. The President shall be ex-officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.

8.502 President-Elect

In the absence of the President or in the event of the President's inability or refusal to act, the President-Elect shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

8.503 Vice-President for Education and Scientific Affairs
In the absence of the President and President-Elect or in the event of the President's and President’s-Elect inability or refusal to act, the Vice-President for Education and Scientific Affairs shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President for Education and Scientific Affairs shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

8.504 Secretary
The Secretary shall attend all sessions of the Executive Committee and Board and act as clerk thereof, and record all the votes of the Society and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Executive Committee or Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the corporate seal of the Society, and, when authorized by the Board affix the same to any instrument requiring it.

8.505 Treasurer

The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Society, and shall keep the moneys of the Society in a separate account to the credit of the Society. The Treasurer shall disburse the funds of the Society as may be ordered by the Executive Committee or Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Executive Committee or Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Society.

8.506 Vice-President for Communications
The Vice-President for Communications will serve a two (2) year term. Directors at large of the Board of Directors will serve staggered 3 year terms. Individuals serving as Vice-President for Communications or directors at large may serve only two (2) successive full terms in these positions.

8.60 Nominations
The Society’s officers and directors s shall be nominated by the Nominating Committee, ratified or rejected by the Board of Directors, and the names given to the Board of Directors in sufficient time to announce and publish its nominees in a newsletter or equivalent communication at least 6 months prior to the election. Additional nominations for officers may be made by the membership by petitions duly filed with the Secretary at least thirty (30) days prior to an election at the annual membership meeting. In order to qualify as nominating petitions, there shall be affixed thereto the signatures of twenty-five (25) members of the Society as a minimum. No additional nominations shall be made in any other manner than as herein described. The list of officer candidates nominated by the Board and by the membership shall be presented to the members at the start of the annual membership meeting.

ARTICLE IX – VACANCIES

9.10 If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred. The Executive Committee may choose a successor or successors providing the Board of Directors approves the appointment by a majority vote conducted within 30 days.

ARTICLE X - BOOKS AND RECORDS

10.10 The Society shall keep at its registered office, records of the proceedings of the directors, and appropriate and complete records of its finances.

ARTICLE XI - TRANSACTION OF BUSINESS

11.10 The Society shall not borrow money, or purchase, sell, lease away, or otherwise dispose of any real estate, unless and until a resolution authorizing the same shall have been approved by a majority of the directors of the Society at a regular or special meeting, duly convened upon proper notice of this purpose. A resolution of the directors authorizing the borrowing of money need not specify the particular sums, rates of interest or times of maturity of the loans, but such items may be agreed upon and authorized by the directors of the Society. All proceeds derived from any loan, sale, lease, ground rent or mortgage, shall be faithfully and specifically used for or applied to the lawful activities of the Society, and in case such proceeds are derived from any real estate subject to a trust, the trust shall be impinged upon such proceeds.

11.20 The Society shall have the right and power to receive and collect moneys to the extent necessary for the accomplishment of the purpose or purposes for which it is organized, and in so doing, may make an incidental profit. All moneys so received or collected shall be applied to the maintenance and operation or the furtherance of the lawful activities of the Society, and in no case shall such moneys be divided or distributed in any manner whatsoever among the directors of the Society.

ARTICLE XII - ANNUAL STATEMENT

12.10 The President and Executive Committee shall present at each annual meeting a full and complete statement of the activities and affairs of the Society for the preceding year. The Board of Directors shall keep accurate accounts for all funds and shall make an annual report, signed by the Treasurer, concerning the funds held and the use made of such funds and of the income thereof.

ARTICLE XIII - NOTICES

13.10 Whenever written notice is required to be given to any person, it may be given to such person either by sending a copy thereof through the mail, charges prepaid, or via FAX or E-mail to the person's address as it appears on the books of the Society or as it was supplied by the person to the Society for the purpose of notice. If the notice is sent by mail or via FAX or E-mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or transmitted via FAX or E-mail to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the general nature of the business to be transacted.

13.20- Whenever any written notice is required by statute or by the Articles or Bylaws of this Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where said person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XIV - AMENDMENTS

14.10 These Bylaws, to the extent permitted by statute, may be altered, amended or repealed by a majority vote of the Board of Directors of the Society who are present and entitled to vote at any regular or special meeting duly convened after notice to the directors of that purpose.

ARTICLE XV - INDEMNIFICATION

15.10Directors and Officers: Third Party Actions
The Society shall indemnify any director or officer of the Society who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal administrative or investigative (other than an action by or in the right of the Society) by reason of the fact that he or she is or was a representative of the Society (which, for the purposes of this Article, shall mean a director, officer, employee or agent of the Society, or a person who is or was serving at the request of the Society as a director, officer, employee or agent of another Society, partnership, joint venture, trust or other enterprise) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceedings if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Society, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Society, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

15.20 Directors and Officers: Derivative Actions
The Society shall indemnify any director or officer of the Society 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 Society to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the Society, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Society and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Society unless and only to the extent that the Court of Common Pleas of the county in which the registered office of the Society is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of Common Pleas or such other court shall deem proper.

15.30 Employees and Agents

To the extent that a representative of the Society who neither was nor is a director or officer of the Society has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Such a representative may, at the discretion of the Society, be indemnified by the Society in any other circumstances to any extent if the Society would be required by Section 15.10 or 15.20 of this Article to indemnify such person in such circumstances to such extent if he or she were or had been a director or officer of the Society.

15.40 Procedure for Effecting Indemnification
Indemnification under 15.10,15.20 or 15.30 of this Article shall be made when ordered by court (in which case the expenses, including attorneys' fees, of the representative in enforcing such right of indemnification shall be added to and be included in the final judgment against the Society) and may be made in the specific case upon a determination that indemnification of the representative is required or proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 15.10 or 15.20 of this Article. Such determination shall be made:

(i) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(ii) If such a quorum is not obtainable, or, even if obtainable a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

15.50 Advancing Expense
Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceedings shall be paid by the Society in advance of the final disposition of such action, suit or proceedings, upon authorization by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of a director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Society as required in this Article or authorized by law and may be paid by the Society in advance on behalf of any other representative when authorized by the Board of Directors upon receipt of a similar undertaking.

15.60 Scope of Article

Each person who shall act as a representative of the Society shall be deemed to be doing so in reliance upon such rights of indemnification as are provided in this Article. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of disinterested directors, statute or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a representative of the Society and shall inure to the benefit of the heirs and personal representatives of such a person. This Article shall not affect the liability of a representative with respect to the administration of trust assets held by the Society pursuant to the Nonprofit Corporation Law of 1972.

15.70 Notwithstanding anything set forth hereinbefore in this Article no indemnification or advance of expense shall be made by the Society to any person in any case if such indemnification or advance would at such time constitute a violation of the provisions of Chapter 42 of the Internal Revenue Code of 1954, or similar provisions of any subsequent revenue law.

ARTICLE XVI - FISCAL YEAR

16.10 The fiscal year of the Society is from January 1 through December 31.

ARTICLE XVII - PROVISION CONCERNING DISSOLUTION

17.10 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.