AMENDED AND RESTATED BYLAWS
SOCIETY FOR PEDIATRIC ANESTHESIA
(An Illinois Nonprofit Corporation)
Adopted February 26, 2020
There shall be, within the Society for Pediatric Anesthesia (hereinafter called “SPA”), a subspecialty section devoted to the anesthetic care of children with congenital and acquired cardiovascular disease and adults with congenital cardiovascular disease which shall be known as the Congenital Cardiac Anesthesia Society (“CCAS”). The intent of the section will be to nurture the continued development of the subspecialty and to provide education and training to those members wishing to increase their knowledge in this area of practice.
Section 1: Mission Statement of the Congenital Cardiac Anesthesia Society. The purpose of CCAS is to improve the perioperative care and outcomes, and facilitate technological advances in therapy for newborns, infants, and children with cardiovascular disease, congenital or acquired, and adults with congenital heart disease requiring anesthetic care. This shall be accomplished by (i) education, (ii) collaboration of members, (iii) coordination with other societies having like-minded goals and objectives, (iv) promotion of quality and safety, (v) research, (vi) facilitating a multi-institutional database, (vii) establishment of comprehensive training guidelines, and (viii) advocacy.
Section 2. CCAS Administration. CCAS shall be administered as a section of SPA and SPA shall provide to CCAS such office space and administrative services as may be determined to be reasonable or necessary from time to time by the Board of Directors of SPA in consultation with the CCAS Board. In general, the expenses of CCAS shall be expected to be funded through CCAS dues or other revenues generated by CCAS and no liabilities or expenses of CCAS in excess of such sums shall be incurred without the prior approval of the Board of Directors of SPA. The CCAS Board shall annually prepare a budget reflecting reasonably anticipated dues and other sources of revenues, as well as budgeted expenses. The CCAS Board may otherwise adopt policies and procedures applicable to CCAS, subject to the advance approval of the Board of Directors of SPA. All funds of CCAS shall be deposited into an account which shall be under the supervision of the Treasurer of CCAS and all requests for disbursements from such account shall require the approval of the Treasurer of CCAS.
Section 3. CCAS Members. CCAS shall have members and such members shall be divided into the following classes of membership: Active, Affiliate, Resident/Fellow/Trainee, International, and Retired. The CCAS Board reserves the right to reject any membership application that it deems not in keeping with the mission and values of CCAS or SPA. The criteria for membership in each such class of membership are set forth below:
(a) Active Members. The Active Member class shall be comprised of those physicians who have an interest in pediatric cardiac/congenital cardiac anesthesia, are eligible to be members of the ASA, are Active members of SPA, have satisfactorily completed the membership application process described in Section 4 of these Bylaws, and whose names are shown as Active Members of CCAS on the membership records of the CCAS. Each Active Member of CCAS shall be entitled to one (1) vote on each matter submitted to the membership of CCAS for a vote.
(b) Affiliate Members. The Affiliate A Member Class shall be comprised of physicians practicing in the United States and Canada who are ineligible to be active members of ASA or non-physicians, who in each case have an interest in pediatric cardiac/congenital heart disease, and are Affiliate members of SPA. The Affiliate B Member Class shall be comprised of physicians practicing in the United States and Canada who are ineligible to be active members of ASA or non-physicians, who in each case have an interest in pediatric cardiac/congenital heart disease, but are not practicing or interested in pediatric anesthesia and are ineligible for membership with SPA. Affiliate B members will be shown as “Affiliate Members” on the membership record of CCAS but not on the membership record of SPA. Affiliate Members shall not be entitled to vote on any matters submitted to the membership of CCAS for a vote.
(c) Resident/Fellow/Trainee Members. The Resident/Fellow/Trainee Member class shall be comprised of physicians who are in an approved residency training program, or are performing post-residency fellowship training. It shall also include trainees in other health care-related fields such as nursing, psychology or pharmacology. These members shall have satisfactorily completed the membership application process described in Section 4 of these Bylaws and whose names are shown as Resident/Fellow/Trainee Members of CCAS on the membership records of CCAS. No person may hold membership in CCAS as a Resident/Fellow/Trainee Member for more than a maximum of six (6) years. Resident/Fellow/Trainee Members shall not be entitled to vote on any matters submitted to the membership of CCAS for a vote.
(d) International Members. The International Member class shall be comprised of those physicians who have an interest in pediatric cardiac/congenital cardiac anesthesia, are eligible to be members of ASA, are International members of SPA, have satisfactorily completed the membership application process described in Section 4 of these Bylaws, and whose names are shown as International Members of CCAS on the membership records of CCAS. Each International Member of CCAS shall be entitled to one (1) vote on each matter submitted to the membership of CCAS for a vote.
(e) Retired Members. The Retired Member class shall be comprised of individuals who, as of the date of the request for the change in status of their membership (as described below), have been Active Members or Affiliate Members of CCAS for ten (10) or more consecutive years and who have completely retired from professional practice. Individuals meeting the above criteria may have their membership classification changed to status as a Retired Member by delivering a written request for such change in status to the Secretary/Treasurer of CCAS. Retired Members shall be assessed membership dues as determined by the CCAS Board of Directors and shall not be entitled to vote on any matters submitted to the membership of CCAS for a vote.
Section 4. Application for CCAS Membership. An individual desiring membership in CCAS as an Active Member, Affiliate Member, Resident/Fellow/Trainee Member, or International Member shall submit to the Secretary/Treasurer of CCAS a membership application in such form and on such terms, including the submission of an initiation fee (if any) and dues, as the Board of CCAS may designate from time to time. Any person who has filed such application and paid any required initiation fee and/or dues, and who otherwise meets the qualifications for membership with respect to the class of membership applied for, shall be designated as a member of CCAS.
Section 5. Termination, Resignation and Reinstatement of CCAS Membership. Membership in CCAS shall be automatically terminated for nonpayment of CCAS dues or, if applicable, upon such person ceasing to be a member of SPA and may otherwise be terminated by the CCAS Board for other reasons by pursuant to procedures identical to those set forth in Section 4.4 of the SPA Bylaws with respect to termination of SPA membership. Any member may resign from CCAS by delivery of a written resignation to the CCAS Secretary/Treasurer, but such resignation shall not relieve the member so resigning from the obligation to pay any unpaid dues, assessments, or other charges which accrued on or before the date of such resignation. Reinstatement may ensue upon written request signed by the former member and filed with the Secretary/Treasurer of CCAS, by the affirmative vote of not less than two-thirds of all members of the CCAS Board, and upon such terms as the CCAS Board may deem appropriate, including receipt of any dues, assessments, or other charges imposed by the CCAS Board, including, but not limited to, those previously accrued.
Section 6. CCAS Officers and Directors. CCAS shall elect, from among its membership, officers and directors. The officers of CCAS shall be a President, a Vice-President, a Secretary/Treasurer, and such other officers as may, from time to time, be deemed appropriate by the CCAS Board. The CCAS Board shall be composed of the CCAS President, the CCAS Vice-President, the CCAS Secretary/Treasurer, and seven (7) directors-at-large elected from CCAS membership. With respect to its officers and directors, CCAS shall, insofar as reasonably possible, function in accordance with the provisions of Sections 6.4 through 6.16 and Sections 7.2 through 7.8 of the SPA Bylaws, provided, however, that the officers and directors of CCAS shall take office at the winter (spring) meeting of CCAS held in conjunction with the winter (spring) meeting of SPA and all terms of office shall run accordingly, and further provided that the CCAS Nominating Committee be appointed at least one hundred eighty (180) days prior to the spring meeting date at which officers and directors are to take office. The person serving as CCAS President shall, during his/her term as such, serve on the Board of Directors of SPA. The CCAS President shall report to the Board of Directors of SPA and shall provide SPA President and Board of Directors with such updates regarding CCAS affairs as may be requested from time to time. Likewise, the SPA President or his/her designee shall serve as an ad hoc non-voting member of the CCAS Board.
Section 7. Committees of CCAS.
(a) Standing Committees of CCAS. The following committees are designated as Standing Committees of CCAS and which report to the CCAS Board:
(i) CCAS Executive Committee. The committee shall consist of the CCAS President, the CCAS Vice-President, the CCAS Secretary/Treasurer, and the CCAS Immediate Past-President. The CCAS Executive Committee is responsible for the operational oversight of CCAS with the full Board of Directors participating in those decisions that have broad implication and/or require significant resource allocation. The CCAS Executive Committee may also act in the event of an emergency and, otherwise, when time does not permit a meeting of the CCAS Board to be held in advance of the requisite action. The CCAS Executive Committee shall also be responsible for overseeing other CCAS standing committees and reporting to the CCAS President and the CCAS Board.
(ii) CCAS Education Committee. The committee is responsible for organizing and promoting the educational mission of the CCAS. This committee is directly involved in overseeing and coordinating the education themes and initiatives of the Annual Meeting Program, initiatives of the Communications Committee, CCAS sponsored sessions at the biannual meeting of SPA or other societies and all other educational activities to ensure their alignment with the overall educational mission of SPA. SPA shall be responsible for obtaining Continuing Medical Education (CME) accreditation for programs and educational offerings from CCAS. The Vice-President of CCAS will chair the committee with at least four other members. All committee members shall be active or affiliate members in good standing of the CCAS. Term: two (2) years.
(iii) Committee on Membership Recruitment, Retention and Engagement. The committee shall oversee membership recruitment, retention and engagement. This shall include oversight and monitoring of the membership, and recommendations to increase member numbers. The committee will regularly review and assess member benefits, and present recommendations to the Board of Directors as they determine necessary. The committee will also promote member engagement, and work with the Communications Committee to establish social media links and interactions. Trainee engagement and maintaining a list of current CCAS fellowship training programs fall under the purview of this committee. The Secretary/Treasurer of the CCAS will serve as chair of the committee. The remaining members will include at least six (6) individuals selected from a list of nominees or volunteers by the chair and will be ratified by the CCAS Board of Directors. Committee members shall include a mix of senior and junior physicians, and at least one nurse and/or allied health professional. At least one (1) Committee member shall be based outside of the United States. All committee members shall be active or affiliate members in good standing of the CCAS. Term: two (2) years.
(iv) CCAS Communications Committee. The committee is responsible for all content, maintenance, and improvements of the CCAS website, the CCAS newsletter, and the distribution of CCAS educational materials and initiatives. This Committee reports to the CCAS Board of Directors to ensure alignment with the overall educational mission of SPA. After a two (2) year term, the Associate Editor of the Newsletter Committee shall, with the approval of the Board of Directors, become the Editor and Chair of the Communications Committee. The Associate Editor vacancy is then filled by agreement of the outgoing Editor and Associate Editor, based largely upon prior contributions and commitment to the educational initiatives of SPA. The new Associate Editor will also receive approval by the CCAS Board of Directors. The remaining members will include at least four (4) individuals selected from a list of nominees or volunteers by the Chair and will be ratified by the CCAS Board of Directors. All committee members shall be active or affiliate members in good standing of the CCAS. Term: two (2) years.
(v) Committee on Research. The Committee on Research shall promote and encourage basic science, translational and clinical research related to the practice of pediatric cardiac/congenital cardiac anesthesia. The committee shall stimulate the development of new knowledge in the field, promote multi-center research with the potential to modify present care paradigms and/or improve outcomes, and review studies to be placed (at the request of the investigator and approval by the research committee) on the CCAS website or other CCAS-related materials. The committee will be responsible for evaluating/approving surveys submitted to CCAS for distribution to the membership. The committee will also act to advice and participate in the planning of CCAS Annual Meeting on basic, translation, and clinical research and quality improvement science. This may include lecture presentations, research in progress, and abstract selection processes. The CCAS Board of Directors will appoint a committee chair. The remaining members will include the junior Co-Chair of the CCAS Annual Meeting Program and at least four (4) additional members selected from a list of nominees or volunteers by the Chair, and will be ratified by the CCAS Board Directors. All committee members shall be active or affiliate members in good standing of the CCAS. Term: two (2) years. The Past-Chair will serve on the committee for two (2) years following the completion of the term as Chair.
(vi) Committee on Safety and Quality. The Committee on Safety and Quality shall identify issues related to the improvement of safety and quality of pediatric cardiac/congenital cardiac anesthesia care. The committee shall oversee activities intended to enhance care and contribute to the establishment of evidence-based quality metrics endorsed by the CCAS Board of Directors. The committee will collaborate with other entities that are dedicated to quality practices in the specialty (including, but not limited to, the CCAS Database Committee) and develop educational materials endorsed by the CCAS Board of Directors that provide instructions on best practices related to quality metrics. The CCAS Board of Directors will appoint a Committee Chair. The remaining members will include the Chair of the CCAS Database Committee and at least four (4) additional members selected from a list of nominees or volunteers by the Chair, and will be ratified by the CCAS Board Directors. All committee members shall be active or affiliate members in good standing of the CCAS. Term: two (2) years. The Past-Chair will serve on the committee for two (2) years following the completion of the term as Chair.
(vii) CCAS Database Committee. A five (5) member committee will be appointed by the CCAS Board to oversee maintenance of the CCAS database.
(viii) CCAS Nominating Committee. Not later than 180 days before the date of each spring meeting of the members of SPA at which any directors-at-large or officers of CCAS are to be elected, the CCAS Board shall appoint a five (5) member nominating committee which shall be responsible to identify a slate of recommended candidates for election as officers and directors of CCAS. The CCAS Immediate Past-President shall preside over the Nominating Committee.
Unless otherwise specified, there shall be no limit upon the number of terms which a person may serve upon any standing committee of CCAS.
(b) Ad Hoc CCAS Committees. The CCAS Board of Directors, by resolution adopted by a majority of its members, may designate and appoint one (1) or more additional committees to carry out such duties or activities, as it may deem necessary. Committee actions will be reported to the CCAS Board and shall be subject to the approval of the CCAS Board before implementation. A chair of each committee will be designated by the CCAS President, and at least one (1) member of each committee shall be a member of the CCAS Board. The term of any such committee or chair shall not extend beyond the term of the CCAS President.
(c) Miscellaneous Provisions Regarding CCAS Committees. Elections, notices of meeting, quorum requirements, filling of vacancies and other matters, actions and limitations of committees of CCAS, not specifically defined in this Section 7 shall be conducted as provided in Article VIII (Committees and Sections) of the SPA Bylaws, as if such committees were a committee appointed directly by the Board of Directors of SPA.
Section 8. Meetings of CCAS Members. Meetings of the membership of CCAS shall be held in conjunction with each meeting of the membership of SPA and at such other times and places as determined by the CCAS Board.
Section 9. Incorporation of Various Articles of SPA Bylaws by Reference. For the purposes of the operation, administration, and management of CCAS, the provisions of Articles IX (Contracts, Checks, Deposits and Funds), X (Certificates of Membership), XI (Books and Records), XII (Fiscal Year), XIII (Dues), XV (Waiver of Notice), XVI (Indemnification), XVII (Prohibited Activities), and XVIII (Gender) of the SPA Bylaws are incorporated in these Bylaws and shall apply to CCAS, provided that in interpreting the provisions of such Articles whenever reference is made therein to SPA such reference shall be deemed to refer to CCAS.