ARTICLE I – Nature and Purpose of Corporation

Section 1: Nonprofit Organization

As a nonprofit corporation organized pursuant to the provisions of the Georgia Nonprofit Corporation Code, the Southeastern Surgical Congress shall have no capital stock and no shareholders but is to be supported by dues of its members, contributions, subscriptions and donations. No part of the net earnings, income or profit of the Congress shall inure to the benefit of or be distributable to its directors, officers, or other private individuals except that the Congress may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of its educational, scientific, and social purposes.

Section 2: Purposes

As set forth in its Articles of Incorporation, the Congress is organized and shall be operated for educational, scientific, and social purposes in order to promote and advance the study and practice of surgery and allied sciences and to promote generally and in all lawful ways the art and science of medicine.

ARTICLE II – Members

The members of this organization are those who are now members and those who may be elected to membership in accordance with these By-Laws.

Section 1: Classification of Members

The membership is unlimited and shall be divided into Fellows, Affiliate Fellows, Resident Fellows, Senior Fellows, Inactive Fellows, and Honorary Fellows.

Section 2: Qualifications

An applicant who, in the judgment of the Membership Committee or Council, does not meet the requirements for membership shall not, unless and until the deficiencies are corrected, be further considered for membership except by unanimous vote of the Council.

  1. FELLOWS: Members of the Southeastern Surgical Congress, designated as Fellows, shall hold a valid license to practice medicine in the United States of America or its Commonwealths. Fellows will be active diplomates of the American Board of Surgery or an approved surgical sub-specialty Board recognized by the American Board of Medical Specialties.
  2. AFFILIATE FELLOWS: (1) A surgeon who has completed a surgical residency approved by the Accreditation Council for Graduate Medical Education but who is not yet a diplomate of the American Board of Surgery or an approved surgical sub-specialty Board recognized by the American Board of Medical Specialties. Dues shall be the same as for Regular Fellows.
  3. RESIDENT MEMBERS: A resident who is in training in a surgical residency approved by the Accreditation Council for Graduate Medical Education or who is in surgical fellowship. A resident shall pay dues as established by the Council.
  4. All Fellows, Affiliate Fellows, and Resident Members of the Congress who pay dues receive the journal, THE AMERICAN SURGEON.
  5. SENIOR FELLOWS: Fellows who reach the age of 65 become Senior Fellows of the Congress. They shall have all the privileges of fellowship but shall not be expected to pay dues. A new Fellow who is 65 years or older will not immediately become a Senior Fellow but must pay the initiation fee and full dues for the first year. In the next fiscal year, the member may be made a Senior Fellow.
  6. INACTIVE FELLOWS: This category of membership is to include members affected by prolonged illness or who, for other reasons, are inactive in practice but wish to remain identified with the Congress. To become inactive, a member must apply to the Executive Director for approval by the Council; after inactive status is approved, membership dues are not required.
  7. HONORARY FELLOWS: The Council may elect as Honorary Fellows individuals who (1) possess an international reputation in the field of surgery or medicine, or who (2) have rendered distinguished humanitarian services, especially in the field of medical science. The named lecturers selected for each annual scientific program shall be made Honorary Fellows of the Congress. If there are others who deserve to be made Honorary Fellows of the Congress, the names of candidates shall be presented to the Executive Committee, which may present recommendations to the Council that is empowered to confer Honorary Fellowship at its discretion. Honorary Fellows shall not be required to pay dues but shall enjoy all the privileges of the Fellows.

Section 3: Invitation to Fellowship

  1. Membership is open to all qualified surgeons. Any qualified surgeon may make application to be a member of the Congress. The application form should be completely filled in, signed, and sent to the Executive Director or completed online and submitted electronically.
  2. The applicant for membership in the Congress must be approved by the Membership Committee. The applicant will be notified when membership is approved. New members are encouraged to attend the next annual scientific meeting.

Section 4: Membership Dues

  1. Regular, and Affiliate Fellows of the Congress shall pay an initiation fee (the amount to be determined by the Council) and the first year’s dues. The dues thereafter will be payable in the amount determined by the Council.
  2. Resident Members shall pay yearly dues as determined by the Council.
  3. Senior, Inactive, and Honorary Fellows shall not pay dues.
  4. Any member whose dues remain unpaid for six months (without adequate excuse),shall be dropped from the membership. The Fellow may be reinstated upon payment of dues for the full fiscal year in which reinstatement is made.

Section 5: Termination of Membership

  1. Whenever the membership of any person in the Congress terminates by resignation,death, or in any other manner, all rights and privileges of such person, or the representatives of his estate in the Congress and the member’s vested interests,shall automatically terminate.
  2. Any Fellow, who for any reason other than retirement, discontinues the practice of surgery and who wishes to retain Fellowship, may present the facts of the case to the Executive Director for consideration and action.

ARTICLE III – Officers

The officers of the Congress shall consist of a President, President-Elect, First Vice President, Second Vice President, Treasurer and Executive Director. The President, President-Elect, and First and Second Vice Presidents are elected by the Fellows for one-year terms or until a successor is chosen. The Treasurer is elected by the Fellows for a three-year term . The Executive Director is elected by the Council for a four-year term, renewable once.

Section 1: Election of Officers

  1. The Nominating Committee, composed of the three most recent Past-Presidents with the senior acting as Chair, presents its recommendations to the Council for consideration. If the nominees are approved by the Council, the approved slate shall be presented to the Fellows by the Chair of the Nominating Committee at the business session designated for the election of officers. If the Council should fail to approve the names for officers presented by the Nominating Committee, one or all names may be rejected and other names considered until satisfactory nominees are selected. In addition to the report of the Nominating Committee, nominations from the floor may be made at the business session of the Fellows. The formal election of officers shall be the next to the last order of business on the agenda at the business meeting of the Fellows.
  2. Election shall be by secret ballot, by viva voce, or by standing vote. A majority of votes cast shall be necessary for election.
  3. In balloting for nominees for the various offices, in the event no one candidate receives a majority of votes cast, the two receiving the largest number of votes shall be placed in a “run-off” election. In the “run-off” election, the candidate receiving the largest number of votes shall be considered elected.
  4. All officers shall be installed as the last order of business at the annual business meeting of the Fellows.

Section 2: Duties of Officers

  1. THE PRESIDENT: The President shall preside over all sessions of the Council and all scientific and business sessions of the Congress. A presiding officer may be designated to preside over any session of the Council or Congress. The President shall perform such other duties as custom and parliamentary usage may require.
    1. Committee Membership: The President shall preside over the Executive Committee of the Council, the Council, and shall be a member of the Continuing Medical Education Committee, and an ex officio member of all other Committees.
    2. Committee Appointments: Within one month after installation, the President shall appoint:
      1. One member to the Continuing Medical Education Committee for a five-year term and one member who shall be a non-academic surgeon for a three-year term.
      2. Special committees as the need arises.
      3. A member to replace anyone appointed to serve on any committee who is unable to complete the term of office.
      4. The President may relieve any appointed member of any committee of duties.
    3. Call meetings: The President may call a meeting of the Council or of any committee for the consideration of such business as may properly be brought before it.
    4. Signature: The President shall sign all Certificates of Fellowship and other documents as the need arises.
    5. Presidential Address: During the annual scientific meeting, the President shall deliver an address on such matters as are deemed of importance to the Fellows of the Congress.
    6. Term of Service: The President, upon becoming the Immediate Past President, shall remain a member of the Council, the Executive Committee, and the Continuing Medical Education Committee, and shall retain the voting rights and privileges of a Councilor and a member of such committees for one year.
  2. THE PRESIDENT-ELECT: The President-Elect shall have the following duties:
    1. Assist the President in the performance of duties of the office and shall preside if the President is away.
    2. Serve as a member of the Council of the Congress; Continuing Medical Education Committee; and the Executive Committee.
    3. Chair the Membership Committee.
    4. Name Chair-designees of Standing Committees as outlined in sections below.
    5. Name Members of Standing Committees as outlined in sections below.
    6. Duties as President begin upon installation at the annual business meeting.On the President’s death, resignation, or removal, the President-Elect shall serve out that term and then succeed to the Presidency in the usual order.
  3. THE FIRST VICE PRESIDENT: The First Vice President shall assist the President and serve as a member of the Council and the Executive Committee.
  4. THE SECOND VICE PRESIDENT: The Second Vice President shall assist the President and serve as a member of the Council and the Executive Committee. The Second Vice President shall assist the Executive Director and Treasurer with financial matters of the Congress.
  5. TREASURER: The Treasurer shall oversee the corporate and financial records of the organization, review the monthly financial reports provided by the management company, review the annual internal and triennial external audits of the financial records, and present an annual financial report at the Annual Business Meeting. In addition, the Treasurer shall have authority to sign checks on behalf of the organization.
  6. THE EXECUTIVE DIRECTOR: The Executive Director shall be a member of the Council, the Executive Committee, and the Continuing Medical Education Committee, and shall be an ex officio member of all other standing committees.
    1. The Executive Director shall keep the minutes of the proceedings of the Council, have custody of and attest the seal of the Corporation, and perform such other duties as are customarily assigned to the Executive Director and as the Council may assign. Compensation shall be determined by the Council.
    2. The Executive Director shall sign documents on behalf of the Congress as the need arises.
    3. If the Executive Director is unable to complete the term of office, the President shall appoint a successor to serve until the next election.
    4. The term of office of the Executive Director shall be four years,renewable once.
    5. The Executive Director shall be bonded by the Council for the faithful performance of trust in an amount to be determined by the Council.
    6. Selection of the Executive Director.
      1. Applications. The Executive Committee will solicit applicants for the position of Executive Director from the membership of the Congress two years before the end of the term of the sitting Executive Director.
      2. Selection committee. The Executive Committee will serve as the selection committee for the position of Executive Director. The Executive Committee will review all applicants and determine a list of finalists for final review and interview.
      3. Nomination. The Executive Committee will nominate at least one candidate for election by the Council at the Annual Meeting of the Congress one year before the end of the term of the sitting Executive Director, at which point the term of the newly elected Executive Director will begin.

Section 3: Other Representatives of the Congress

  1. The Executive Committee will serve as the selection committee for the representatives of the Congress of various national organizations when such vacancies occur, including the Board of Governors of the American College of Surgeons, the Advisory Council for General Surgery of the American College of Surgeons, and the Board of Directors of the American Board of Surgery.
  2. The Executive Committee will identify candidates for such positions. The Committee will consider the candidates and will make a final list of no fewer than one nominee for final vote by the Council. If more than one nominee is requested by the outside organization, the Executive Committee and Council will select the number of nominees requested.

Section 4: Other Duties and Authority

Each officer of the Congress shall have such other duties and authority as may be conferred upon such officer by the Council or delegated to such officer by the President.

ARTICLE IV – Council

  1. The Council is the governing body of the Southeastern Surgical Congress. The Council shall manage the business and affairs of the Congress and may exercise all powers of the Congress, subject to any restrictions imposed by law, by the Restated Articles of Incorporation, or by these By-Laws.
  2. The Council is specifically charged with the duty of allowing no part of the funds or assets of the Congress to inure to the benefit of any private individual.

Section 1: Membership of the Council

  1. The Council shall consist of the following officers and members of the Congress:
    • President,
    • President-Elect,
    • Immediate Past President,
    • First Vice President,
    • Second Vice President,
    • Treasurer
    • Executive Director,
    • Representative of the Congress to the Board of Governors of the American College of Surgeons,
    • Representative of the Congress to the Advisory Council for General Surgery of the American College of Surgeons,
    • Representative to the American Board of Surgery,
    • chair of the Continuing Medical Education Committee,
    • chairs of the following Standing Committees:
      1. Surgical Practice
      2. Communication
      3. Fellow-Resident-Medical Student
      4. Young Surgeons
      5. Rural Surgery
      6. Women in Surgery
  2. It is expected that the membership of the Council will reflect the diversity of the membership of the Congress with respect to surgical practice, ethnicity, gender, age, and geography.

Section 2: Meetings of the Council

  1. The Council shall meet during the annual scientific meeting of the Congress and as often as may be necessary to perform its duties. The business of the Congress may be conducted by mail or telephone at other times. The Council shall be subject to call meetings at any time the President may elect, or on petition of five members of the Council. Any meeting may be held at any place within or outside the State of incorporation.
  2. In the event any regular member of the Council is unable to attend the annual scientific meeting, the President may appoint an alternate to serve for that meeting. The regular terms for Councilors shall end at the close of the term of their assignment of office or position.
  3. A majority of the Councilors in office at any time shall constitute a quorum for the transaction of business at any meeting. When a quorum is present, the vote, including assent made through electronic media, of a majority of the Councilors present shall be the act of the Council, unless a greater vote is required by law,by the Restated Articles of Incorporation, or by these By-Laws.
  4. Any action required or permitted to be taken at a meeting of the Council or any committee there of may be taken without a meeting if written consent,setting forth the action taken, is signed by all the Councilors or committee members and filed with the minutes of the proceedings of the Council or committee. Such consent shall have the same force and effect as a unanimous affirmative vote of the Council or committee.
  5. Unless the Restated Articles of Incorporation otherwise provide, members of the Council, or any committee designated by the Council, may participate in a meeting of the Council or committee by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such a meeting.
  6. The President of the Congress shall preside at all meetings of the Council or shall name a Chairman pro tem. If none of the regular officers is present, the Council shall elect a presider.
  7. The Council shall hear reports from the Editor-in-Chief of the journal,THE AMERICAN SURGEON, and shall give guidance to the Editor regarding the operation of the journal.

ARTICLE V – Committees

Section 1: Standing Committees

  1. The Standing Committees for the Congress are: the Executive Committee,the Membership Committee, the Continuing Medical Education Committee, the Nominating Committee, the Finance Committee, the Practice Committee, the Communication Committee, the Fellow-Resident-Medical Student Committee, the Young Surgeons Committee, Rural Surgery, and Women in Surgery.
  2. The Standing Committees shall make annual reports to the Council and/or business meetings of the Fellows during the meeting following their appointment. One or more of these committees may be required to make a report to the Executive Committee during its meeting.
  3. The findings and recommendations of all committees become the property of the Congress and must be transmitted to the Executive Director of the Congress to be properly recorded in the minutes of the Congress.
  4. Activity, charge, membership of Standing Committees.
      1. Those common to all Standing Committees
        1. Chair.
          1. Unless otherwise specified in these By-Laws, the President-Elect will, in advance of the Annual Meeting, name a Chair-designee for each Standing Committee to succeed any Chair entering the final year of his or her term. Chair-designees will come from current members of the committee.
          2. The Council will, through vote of the Council in advance of the Annual Meeting, review Chair-designees and approve them as Chairs of the Standing Committees.
          3. The Chair will begin a three-year term beginning with the Annual Meeting. If the three-year term extends beyond his or her term on the committee, the term will be extended to be contemporaneous with his or her term as chair.
          4. The Chair of the Standing Committee will be responsible for an annual summary of the Standing Committee’s activities over the past year, and plans for upcoming years.
        2. Members.
          1. Unless otherwise specified in these Bylaws, Standing Committees will be comprised of members of the Congress, selected for a one-year term by the Chair of the Committee and the President-Elect.
          2. Membership on a Standing Committee is renewable. It is expected that membership on a Standing Committee is a multi-year commitment. It is expected that the Chair and the President will make their nominations and selections to respect diversity of the membership of the Congress (specifically ethnic, gender, geographical), and characteristics of surgical practices (including specialty, community size and organization).
        3. Meetings.
          1. Each Standing Committee will meet at the Annual Meeting of the Congress at a minimum. Other meetings may be called by its chair and held in-person, or by other appropriate electronic medium that allows interaction, discussion, and participation.
          2. Decisions by the Standing Committee will be by majority decision of its members attending the meeting.
        4. Subcommittees. Subcommittees will be formed and dissolved by the Standing Committee, which will oversee and report on the activities of the Subcommittee.
        5. Executive Committee Review of Standing Committee activities.
          1. The Executive Committee will receive annual reports of activities form each Standing Committee from its Chair in advance of the Annual Meeting.
          2. The Executive Committee will review the performance and actions of the Standing Committees, their Chairs, and Members.Based on their review they may decide to continue or terminate the appointments of the Chairs and Members before the ends of their terms
          3. Every two years the Executive Committee will review the performance and activities of the Standing Committees. Based on the performance, effectiveness, and relevance of each committee’s actions, the Executive Committee will make a recommendation to the Council whether to begin the process to amend the By-Laws to end the group as one of the Standing Committees.
          4. The Executive Committee may decide to recommend to the Council whether to begin the process to add a group as a Standing Committee of the Congress. If a group is so added, it will be subject to the By-laws governing the activities and membership of Standing Committees.

    Section 2: THE EXECUTIVE COMMITTEE

    There shall be an Executive Committee of the Council composed of the following members of the Congress:

      • President,
      • President-Elect,
      • First Vice President,
      • Second Vice President,
      • Treasurer,
      • Immediate Past President,
      • Executive Director,
      • Chair of the Continuing Medical Education Committee,
      • One representative among the chairs of the following Standing Committees: Practice, Communication, Fellow-Resident-Medical Student, Young Surgeons, Rural Surgery, and Women in Surgery.
      1. This Committee shall represent the Council between annual meetings,consider and act upon such matters as come before the Council,and report its findings and conclusions to the Council at its next meeting. The Executive Committee shall meet upon call of the President, or upon the request of any of its members.
      2. The Congress shall pay all expenses incident to interim meetings of the Executive Committee of the Council.
      3. The Nominating Committee will select the single representative among the chairs of the following Standing Committees: Practice, Communication, Fellow-Resident-Medical Student Committee, Young Surgeons, Rural Surgery, and Women in Surgery. The representative will serve for a one-year term, renewable once. If selected for a second one-year term to the Executive Committee, and the selectee’s term as member of the Standing Committee would have normally ended before the start of the term on the Executive Committee, his or her term on the Standing Committee will be extended for the additional year.
    1. THE MEMBERSHIP COMMITTEE: This Committee shall review the credentials of new applicants for membership. The President-Elect shall chair the Committee. The charge of the Membership Committee will be:
      1. To review the credentials and qualifications of all applicants for membership to the Congress and approve their membership to the Congress.
      2. To develop, recommend, and implement a plan for membership recruitment to Executive Director.
    2. THE CONTINUING MEDICAL EDUCATION COMMITTEE: This Committee shall consist of the President, President-Elect, Immediate Past President, Executive Director, the immediate past chair of the Continuing Medical Education Committee, and eight members from the membership of the Congress. The President is to appoint one academic member annually to serve for five years. The retiring member shall be Chairman during the final year of membership. The President shall also appoint one non-academic surgeon for a three-year term.
      1. The Continuing Medical Education Committee shall follow the Essentials, Guidelines, and Standards for Accreditation of Sponsors of Continuing Medical Education as required by the accreditation Council for Continuing Medical Education or from another Continuing Medical Education provider chosen by the Executive Committee. The Executive Director shall maintain all records and documents as needed to meet the requirements and to complete the necessary periodic applications to the Accreditation Council for Continuing Medical Education or to another Continuing Medical Education provider to maintain the accreditation of the Congress.
      2. Following the appropriate Guidelines, the Continuing Medical Education Committee shall plan the scientific program, select papers to be presented, suggest topics to be addressed by guest speakers,and, in consultation with the President, identify subjects for panel discussions at the annual meeting of the Congress.
    3. THE NOMINATING COMMITTEE: This Committee shall consist of the three living immediate Past Presidents, with the senior one acting as Chairman. If alternates are needed, the current President shall name one from the other Past Presidents available.
      1. The Nominating Committee shall submit to the Council a slate of prospective officers for the ensuing year. They shall nominate candidates for the following offices: President-Elect, First Vice President, Second Vice President, and Treasurer.
      2. The Nominating Committee will select one member of the Executive Committee from the members of the Congress who serve as Chairs of the following Standing Committees: Surgical Practice, Communication, Fellow-Resident-Medical Student Committee, and Young Surgeons, Rural Surgeons, and Women in Surgery.
    4. FINANCE COMMITTEE.
      1. The charge of the Finance Committee will be to review the financial statements and audit of the Congress; to review and recommend to the Executive Council all disbursements, expenses, revenues,and investments of the Congress; and to assure the financial stability and future viability of the Congress to support its missions. The Treasurer shall be the chair of this committee.
    5. PRACTICE COMMITTEE.
      1. The charge of the Practice Committee will be to support the members of the Congress in their daily clinical practice of surgery, fostering patient safety, quality, efficiency, and professional and personal satisfaction.
    6. COMMUNICATION COMMITTEE.
      1. The charge of the Communication Committee will be to foster communication among the members of the Congress in support of their practices, educational endeavors, inter-professional relationships, and with their patients, through printed and electronic communication media. This will include creation and review of all publicity material of the Congress and its Annual Meeting.
    7. FELLOW-RESIDENT-MEDICAL STUDENT COMMITTEE.
      1. The charge of the Fellow-Resident-Medical Student Committee will be to develop programs that support the education of surgical trainees at all stages of education, including undergraduate and graduate medical education and postgraduate programs and fellowships. The goal is to foster interest in the field of surgery and future involvement in the Congress.
    8. YOUNG SURGEONS
      1. The charge of the Young Surgeons Committee will be to promote the interests of surgeons in the first years of their practices in surgery, including educational, professional, and economic issues.
    9. RURAL SURGERY
      1. The charge of the Rural Surgeons Committee will be to promote the interests of surgeons in practice in rural and geographically remote communities, including educational, professional, educational,and economic issues.
    10. WOMEN IN SURGERY
      1. The charge of Women in Surgery Committee will be to promote the interests of women in the practice in surgery, including the encouragement and promotion of surgery among students and residents, and the support of women in the current practice of surgery.
    11. Special Representatives of the Congress (American College of Surgeons; American Board of Surgery)
      1. The Executive Council will serve as the selection committee for the representatives of the Congress of various national organizations when such vacancies occur, including the Board of Governors of the American College of Surgeons, member of the Advisory Council for General Surgery of the American College of Surgeons, and Board of Directors of the American Board of Surgery.
      2. The Executive Council will identify candidates for such positions. The Council will consider the candidates and will make a final list of no fewer than one nominee for final vote by the members of the Congress. If more than one nominee is requested by the outside organization, the Executive Council, Council, and membership of the Congress will consider and select the number of nominees requested.

Section 3: Special Committees

The President may appoint a special committee at any time or by any presiding officer during a meeting of the Council or the business meeting of the Fellows.

Section 4: Subcommittees

The chairs of a Standing Committee may appoint subcommittees as the need for such subcommittees arises. Subcommittees report to the committee from which they are appointed.

ARTICLE VI – Meetings of the Congress

  1. The Congress shall meet annually. The Executive Committee with the approval of the Council shall determine the time and place for holding the annual scientific meeting.
  2. Papers presented on the annual scientific program of the Congress shall become the property of the Southeastern Surgical Congress, owner and publisher of THE AMERICAN SURGEON. Subject to approval by the Editor and/or the usual peer review process, all papers shall be published in THE AMERICAN SURGEON,official publication of the Southeastern Surgical Congress
  3. During the annual scientific meeting there shall be one or more business sessions held for the membership to elect officers and to consider and pass upon any other business that may come before the Congress. The Council shall determine the time and place of the business meeting.
  4. All persons attending the annual scientific meeting are required to register and wear a badge that admits them to the scientific meeting. The Council may vary the registration fee at its discretion.
  5. Honored guests, at the discretion of the President or the Executive Director, may be admitted without paying a registration fee.
  6. The President shall appoint such local arrangements committees as are necessary in consultation with the Executive Director.

ARTICLE VII – Rules of Order

The deliberations of this Congress shall be governed by parliamentary procedure as contained in Robert’s Rules of Order.

ARTICLE VIII – Depositories and Signatures

  1. All funds of the Congress shall be deposited in the name of the Congress in such bank, banks, or other financial institutions, as the Council may from time to time designate and shall be drawn out on checks, drafts, or other orders signed on behalf of the Congress by such person or persons as the Council may designate from time to time.
  2. All contracts, deeds, and other instruments shall be signed on behalf of the Congress by the President, the Executive Director, or by such other officer, officers, agent or agents, as the Council may from time to time provide.

ARTICLE IX – Indemnity

Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Congress), by reason of the fact that such person is or was a Councilor, officer, employee or agent of the Congress, or is or was serving at the request of the Congress as a Councilor, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Congress against expenses (including reasonable attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Congress (and with respect to any criminal action or proceedings, if such person had no reasonable cause to believe such person’s conduct was unlawful), to the maximum extent permitted by, and in the manner provided by, the Georgia Nonprofit Corporation Code;provided, however, that no such person shall be indemnified by the Congress if the Congress constitutes a “private foundation” and receipt of the payment would constitute an act of “self-dealing” within the meaning of Section 4941 of the United States Internal Revenue Code of 1986, as amended.

ARTICLE X – Amendment of By-Laws

The Council shall have the power to alter and amend the By-Laws and to repeal the By-Laws or to adopt new By-Laws. Action by the Councilors with respect to the By-Laws shall be taken by an affirmative vote of a majority of all of the Councilors then in office.

ARTICLE XI – Dissolution

In the event of the dissolution of the Congress, all remaining assets shall be distributed exclusively for charitable, scientific, or educational purposes.

Updated February 22, 2015

Restated Articles of Incorporation

The provisions hereof constitute the Restated Articles of Incorporation of Southeastern Surgical Congress (the “Congress”), as restated pursuant to Section 14-3-155 of the Georgia Nonprofit Corporation Code. Certain amendments to the Articles of Incorporation of the Congress are adopted in the form of this Restatement as is authorized by the Code. Further, as required by the Code, the Congress hereby certifies that:

(A) The Restated Articles of Incorporation purport to restate all those provisions of the original Articles of Incorporation in effect as of the date of filing hereof which are not amended in this Restatement, and such provisions together with the amendments adopted in the form of this Restatement constitute the Restated Articles of Incorporation of the Congress.

(B) The Councilors of the Congress, on February 4, 1996, duly adopted a resolution setting forth these Restated Articles of Incorporation, including the amendments effected hereby, and directed that said Restated Articles of Incorporation be submitted to the members of the Congress for approval.

(C) The member vote required to adopt these Restated Articles of Incorporation was an affirmative vote of two-thirds of the members present at the annual Assembly of the Congress. On January 27, 1989, the restatement of the Articles of Incorporation of the Congress in the form set forth herein was unanimously adopted by members of the Congress present at the annual Assembly.

(D) These Restated Articles of Incorporation supersede the original Articles of Incorporation of the Congress as heretofore amended.

(E) The Restated Articles of Incorporation of the Congress shall be as follows:

  • The name of the corporation shall be Southeastern Surgical Congress.
  • The period of duration of the corporation is perpetual, subject to the laws of the state.
  • The Southeastern Surgical Congress is a nonprofit corporation, organized pursuant to the Georgia Nonprofit Corporation Code, and shall have no capital stock or shareholders.
  • The purpose or purposes for which the corporation is organized is to promote and advance the study and practice of surgery and allied sciences, and to promote generally and in all lawful ways the art and science of medicine; the principal objects of the corporation being educational, scientific, and social.
  • The management and control shall be vested in a Board of Directors, who shall be known as Councilors, and who are to be selected as the Bylaws provide. The number of Councilors shall be fixed by the Bylaws.
  • No Councilor of the corporation shall be personally liable to the corporation for monetary damages for breach of the duty of care or other duty as a Councilor, except for liability (i) for any appropriation, in violation of his duties, or any business opportunity of the corporation, (ii) for acts or omissions not in good faith and that involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the Councilor derived an improper personal benefit. If the Georgia Nonprofit Corporation Code is amended after approval of this article by the Councilors to authorize corporate action further eliminating or limiting the personal liability of Councilors, then, without further corporate action, the liability of a Councilor of the corporation shall be eliminated or limited to the fullest extent permitted by the Georgia Nonprofit Corporation Code, as so amended. Neither the amendment, nor repeal of this Article, nor the adoption of any provision of these Articles of Incorporation inconsistent with this article shall eliminate or adversely affect any right or protection of a Councilor of the corporation existing immediately prior to such amendment, repeal or adoption. The limitation of liability conferred in this Article shall be in addition to and not in lieu of all other limitations, immunities, and indemnities conferred by law, the Articles of Incorporation and the Bylaws of the corporation.

IN WITNESS WHEREOF, Southeastern Surgical Congress has caused these Restated Articles of Incorporation to be executed, its corporate seal to be affixed, and its seal and execution thereof to be attested, by all its duly authorized officers this first day of March, 1989.