CONSTITUTION AND BYLAWS FOR USA CHAPTER OF THE ENHANCED RECOVERY AFTER SURGERY SOCIETY FOR PERIOPERATIVE CARE
1 / NAME, AIMS & LANGUAGE§ 1.1 / Name
A non-profit Organization registered under United States law is hereby constituted. The Organization is called USA Chapter of The Enhanced Recovery After Surgery Society for Perioperative Care (hereinafter ERAS USA). The ERAS USA is an independent corporate entity which has a relationship with the global ERAS®Society, which is governed by an independent Memorandum of Understanding.
The Organization has its registered office in the Commonwealth of Massachusetts.The office can only be transferred by a decision of the ERAS USA Board in accordance with the provisions for changing the Organization’s Constitution.
The Organization may carry out its activities in the United States of America
§ 1.2 / Definitions
The Board – The Board is comprised of the Executive Committee and Board members at large.
The Executive Committee of the Board comprises President; President-Elect, Vice President, Treasurer, Secretary and in due course most recent Past President.
President - The President is the Acting leader of the Organization, and head of the Executive Committee and the Board.
President-Elect: The incoming President for the first term after founding will be decided for one term by the Executive Committee. Following that the two - five most recent Past Presidents will propose the President-Elect to be voted upon by the members.
Past President – Remains for one term after service as President.
Vice President –member of the Executive Committee, acts as stand in for the President in case of death and disability.
Secretary: - The Secretary is a member of the Executive Committee. Responsible for communication and information inside and outside the Organization
Treasurer - The Treasurer is a member of the Executive Committee and is responsible for the finances of the Organization.
Members at large – chairs of committees and other valuable members as appointed by the Executive Committee. The Board of ERAS Global shall nominate a representative to the ERAS USA Board. Said nomination is subject to the approval of the ERAS USA Board. This will be a voting position. There shall be a voting position on the Board of the global ERAS Society for a nominated and approved member of ERAS USA.
The ERAS®Society (The Enhanced Recovery After Surgery Society for perioperative Care) is the parent ERAS® Society which isa not for profit medical society, registered in Sweden (802452-8948, Sankt Eriksgatan 117, 113 43 Stockholm, Sweden)
§ 1.3 / Mission & Aims
The Organization has the following mission and aims:
Mission statement: Enhancing Recovery After Surgery
The mission of the Organization is to improve perioperative care and enhance postoperative recovery through implementation of evidence-based practice,audit, education, and research. Central to this mission is a culture of inclusivity and recognition of the importance of multi-professional and multi-disciplinary collaboration.
Research. To encourage and support multidisciplinary research of the highest standard into the field of perioperative care.
Practice. To foster the highest standards of evidence-based practice of perioperative care by all disciplines concerned with the care of patients undergoing any kind of surgery. To engage health care policy makers and hospital managers in perioperative care.
Education. To promote undergraduate and postgraduate education and training of medical, nursing, dietetic and allied disciplines in the theory and practice of perioperative care. To facilitate multidisciplinary team working.
Implementation of evidence based care. To promote and engage in implementation of evidence based perioperative care in accordance with the ERAS Society Guidelines.
Contact with other Organizations. To promote contact and collaboration with similar and allied Organizations throughout the world and to facilitate international co-operation in promoting the aims of the Organizationand the ERAS®Society. To promote collaboration with already existing speciality organizations in the country/region (e.g.National organizations of surgery, anaesthesia, nursing etc.)
Societal context. Within the guidelines governing 501(c)(3) non-profit entities, the Organization maydevelop contacts with governments, health policy makers, civil servants and patient advocates to foster understanding of issues related to the care of the patient undergoing surgery and be seen as a source of expert and advice in the field to help assist with understanding of the field of perioperative careand best practice. The Organization will also seek funding from such bodies to promote educational, scientific and clinical projects in the field of perioperative care. The Organization will not engage in party politics.
Industry. The Organization will seek collaboration with industry in the interests of the Organization’s aims, but will pursue its stated aims impartially and independently.
Activities. The Organization can carry out any activity it sees fit to reach its objectives and, to this end, it can support or join other Associations, Societies or groups whose activities are compatible with the Organization’s aims.
All Purposes. The Organization shall carry on any type of activities in connection with the foregoing which may be necessary and useful to the furtherance of its primary purposes, and to operate not for profit but solely for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as may from time to time be amended.
No part of the assets of the Organization, and no part of any net earnings of the Organization, shall be divided among not inure to the benefit of any officer or director of the Organization or of any private individual, or be appropriated for any purposed other than the purposes of the Organization herein set forth, except that reasonable compensation may be paid for services rendered to or for the Organization in furtherance of one of more of its charitable purposes. Other than as permitted under Section 501(c)(3) of the Internal Revenue Code, no substantial part of the activities of the Organization shall be carrying on of propaganda, or otherwise attempting in any substantial way to influence legislation, and the Organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, except as permitted under the aforementioned Section 501(c)(3) of the Internal Revenue Code and the regulations of the Internal Revenue Service.
Existence. The Organization will remain in existence until such time as it is dissolved by vote of its Board and members. Upon liquidation or dissolution of the Organization, the Board shall, after paying or making provisions for the payment of all the liabilities of the Organization, dispose of all the assets of the Organization exclusively for the purposes of the Organization in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time quality as an except organization under Section 501(c)(3) of the Internal Revenue Code.
§ 1.4 / Language
The official language of the Organization is English.
§ 2 / MEMBERSHIP
§ 2.1 / Membership
The Organization is composed of Active Physician, Active Nurse, Allied Health,Candidate, Heath Administration, Honorary and Supporting Members.Active Physician and Active Nurse, members are entitled to a vote. The Society does not discriminate on the basis of gender, sexual preference, disability, religion, ethnicity, politics, or nationality.
Membership is unlimited. The minimum number of active members required for the Organization’s existence is 3.
§ 2.2 / Members
2.2-1 Active Physician Member.
Requirements for membership shall be:
- A license to practice medicine
- Certification by the appropriate Board for the specialty of that physician
- Letter of sponsorship from a health care professional.
Requirements for membership shall be:
- A license to practice
- Current credentialing by the appropriate State Board
- Letter of sponsorship from a health care professional.
This will include but is not limited to Physician Assistants, Dieticians, Physical Therapists, Researchers etc. interested in enhanced recovery.
Requirements for membership shall be:
- A license to practice
- Current credentialing by the appropriate State Board
- Letter of sponsorship from a health care professional.
Requirements for membership shall be:
- Current status as a trainee in a health care field
- Letter of sponsorship from the training Program Director
This category will include but is not limited to hospital administrators, heath plan administrators etc.
Requirements for membership shall be:
- Current status in administration in a healthcare field
- Documentation of Credentials
- Letter of sponsorship from a colleague
Honorary membership may be conferred upon any person proposed by any member to the Executive Committee for decision for approval. Honorary members are not entitled to vote.
2.2-7 Supporting Member.
A Supporting Member can be a Company, Trust, Organisation or Foundation making substantial contributions to help achieve the aims of the Organization. Supporting Members are not entitled to vote or stand for election to Committees.
Dues will be set by the Board. Members shall have reduced feesto congresses, courses and have access to the website.
§ 2.3 / Approval of Memberships
Candidates apply for membership by completing an application form for submission to the Secretaryand then reviewed by the Secretary and President for approval by the Board. Dues will be set by the Executive Committeeto be paid annually. Failure to pay dues will result in loss of member status.
§ 2.4 / Termination of Membership
Membership may be terminated by resignation, which must be notified in writing to the Secretary.
Members who have not paid dues before the date set by the Executive Committee will be considered to have resigned.
The Executive Committee may terminate membership at their discretion.Should a member of the society be deemed to have committed a felony or not fulfilled the ethical responsibilities of a member, as determined by the Executive Committee, e.g. but not limited to plagiarism, falsification of documents, other unacceptable behavior, etc. that individual’s membership shall be rescinded either permanently or for a period of time determined by the Executive Committee (or by the General Membership if the individual is a member of the Executive Committee).
§ 2.5 / Membership Fee
All members of the Organization except Honorary Members shall pay an annual membership fee/dues.
Dueswill be decided upon by the Executive Committee. All members who have not paid their membership fee by the date set by the Executive Committee will cease to benefit from the right of full membership of the Organization.
These fees can be increased by the Executive Committee at any time without need for amendment of the Constitution and Bylaws.
§ 3 / ORGANISATION
§ 3.1 / Organization
-The Executive Committee
-The Standing Committees and Working Groups
-The Board
§ 3.2 / The Executive Committee
The Executive Committee is the main acting body of the Organization. The Executive Committee makes decisions on the management of the Organization, and is obliged to report to the Board at the Organization Congress or other similar Annual Event.
The Executive Committee consists of the President, President Elect, Vice President, Secretary, Treasurer, and the most recent Past President.
The Executive Committee shall determine the salary and terms and conditions of appointment of such staff and/or external support as the Organization sees fit to engage. The Executive Committee shall be responsible for determining the nature of Standing Committees and the allocation of duties to the Standing Committees.
The following rules apply for any actions on the ERAS bank accounts:
The Treasurer and the President are each authorized to sign (single) bank orders of up to 5,000 USD per order and no more than 15,000 USD per month. For any higher amounts, two signatures are needed.
In case the Treasurer or the President is unavailable, the Secretary is authorized to sign bank orders replacing the one unavailable.
Electronic banking is acceptable to the Organization.
For contractual issues the President of the Executive Committee, the Secretary or the Treasurer can sign on behalf of the Organization.
§ 3.3 / The President and the Executive Committee
The President leads the work in the Executive Committee. The President will serve for a term of 2 years. The intial President Elect shall also serve for two years. The Executive Committeee may vote after that to change the duration of office to one year.
The Executive Committee will act as Nominating Committee for future nominations to the Executive Committee until a sufficient cadre of Past Presidents exists, i.e. 3. The immediate Past President shall always serve on the Nominating in conjunction with the Executive Committee until a formal Nominating Committee is constituted.
Minutes of the meetings of the Executive Committee and the Board shall be kept and signed by the President and the Secretary upon confirmation of their being a true record and shall be approved by the Executive Committee. A summary shall be presented to the Membership. The President reports to the Board on a regular basis, with a formal written report annually.
§ 3.4 / The Standing Committees and Working Groups
The Standing Committees will normally comprise of committees necessary to the running of the Organization and appointed by the Executive Committee. The normal term for a committee member willbe twoyears. The member may stand for re-election for one further term.
The Education Committee will consist of at least one member of the Executive Committee and other members with an interest in promoting education and training on ERAS. Each member shall be appointed for a period of 2 years at a time that can be renewed.
The Program Committee. The Programcommittee is responsible for developing a scientific program for any congressand for handling abstracts.
The Research Committee. The Research Committee is responsible for the review and selection of study protocols. They may use the ERAS®Interactive Audit System (the EIAS database) on a national basis. This committee should also promote and initiate research and development for the Organization. It is responsible for selection of grants
Working Groups consisting of ERAS members only may be appointed to discuss and report upon any question related to clinical practice, science, education or other matters relevant to the Organization. Such Working Groups shall not replicate the work of Standing Committees or appointed Officers, and will be dissolved as soon as their task is completed.
Standing Committees and Working Groups can be appointed or dissolved on proposal by the Executive Committee.
§ 3.5 / The Annual Member Business Meeting
The members of the Organization shall meet together in a Member Business Meeting at the Organization congress or similar Annual Event upon notification by the Secretary. From time to time as necessary, the President and Secretary can call for additional Member Business Meetings, which can be held with 30 days’ notice to the members, and which may be held in person or electronically.
§ 3.6 / Notice for the Member Business Meeting
Notice for the Member Business Meetingshall be sent to all members at least thirty days prior to the meeting and/or by publication on the website of the Organization. Notice for Extra-ordinary Member Business Meetings must be sent to all members thirty days prior to the date.
The deliberations of the Member Business Meetings will be communicated to all members through the minutes. After approval by the Executive Committee, the minutes will be circulated to all members by the Secretary and adopted at the following Member Business Meeting. The President and Secretary shall set the agenda of the Member Business Meeting on an annual basis; said agenda shall always include a Treasurer’s Report.
§ 3.7 / Representation
Active Members of the Organization may not be represented by another member or by a third person.
§ 4 / CHANGES IN THE CONSTITUTION & GENERAL PROVISIONS
§ 4.1 / Changes in the Constitution and Bylaws.
Only the Executive Committee can propose changes to the Constitution and Bylaws. The Membershipshallvote on constitutional proposals presented to it regardless of the number of members present at the Annual Member Business Meeting. Each Active Member has one vote. Except when otherwise stated, a simple voting majority of Members with voting rights present is necessary before a proposal can be accepted. Any proposed changes to the Constitution and Bylaws shall be distributed to the members at least 30 days prior to the Annual Member Business Meeting.
§ 4.2 / Financial Administration
The Organization’s financial year starts on January 1st and ends on December 31st of the following year.
The Organization’s accounts shall be kept according to generally accepted accounting principles. Presentation of financial statements shall follow the recommendations of the Financial Accounting Standards Board Accounting Standards Codification.
Organisers of each of the Organization’s official events will present their budgets and accounts to the Executive Committee on an annual basis.
October 16, 2016 – approved by ERAS USA
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