WVS Constitution & Bylaws

ARTICLE I – NAME

The name of this corporation is the Western Vascular Society (hereinafter the “Society”).

ARTICLE II – PURPOSES

The Purpose of the Society shall be: (1) to promote study and discussion of the art and science of vascular and endovascular surgery; (2) to promote the pooling of the experience and knowledge of the membership; (3) to identify and promote diversity, equity and inclusion in vascular and endovascular surgery; (4) to encourage and promote dissemination of knowledge concerning the field of vascular and endovascular surgery to trainees (medical students, residents, and fellows); (5) to hold annual meetings of the membership; (6) to and engage in any and all lawful activities that may be incidental or related to the foregoing and to have and exercise all powers and authority now or hereafter conferred upon not-for-profit corporations under the laws of the State of California.

Notwithstanding the foregoing, (1) no part of the Corporation’s net earnings or assets shall inure to the benefit of any member, director, officer, or other person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make other payments and distributions in furtherance of the purposes set forth above, and (b) the Corporation shall not carry on any activity not permitted to be carried on by an organization exempt from federal income tax under section 501 (c) (6) of the Internal Revenue Code of 1954, as amended (the “Code”) or the corresponding provision of any further United States revenue statute.

WVS Advocacy Statement: The Western Vascular Society strives toward diversity among its membership and to foster perspectives to model a positive impact on each other, our communities, and our vascular world. The WVS respects and encourages inquiry and supports ongoing dialog among our leadership, members and associates, while acknowledging and embracing our unique differences.”

ARTICLE III – MEMBERSHIP

1. Members shall be drawn from the Western states, provinces, and the Pacific Rim. This will be defined as follows: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oklahoma, Oregon, Utah, Washington, Wyoming, Alberta, British Columbia, and the Pacific Rim. Exception to this rule is in the case of any active-duty military personnel who are welcome to membership regardless of their geographic location. There shall be six types of members: Active, Senior, Honorary, Associate, Candidate and Adjunct.
2. Active Members. Active membership of this Society shall be limited to surgeons who practice primarily vascular surgery, who are in good moral and ethical standing in their community as judged by members of the Society. Candidates for membership shall be certified by the Vascular Surgery Board of the American Board of Surgery or the Royal Canadian College of Surgeons Certificate of Special Competence in Vascular Surgery. In exceptional cases, the Membership Committee may elect to accept equivalent periods of training for formal certification. Active members shall be bound to meeting attendance rules and required to pay annual dues. Active members may hold office, have voting privileges, can serve on committees, can sponsor new member applications, as well as submit and sponsor papers for presentation at the annual meeting.
   • Prospective active members should have completed a minimum of one (1) year of practice in the geographic confines of the Society after vascular surgery training before applying for membership.
   • The prospective active member should meet one or more of the following three (3) criteria to be considered for active membership:
     • Excellence in Clinical Care –this can be reflected by letters from colleagues and collaborators, regional reputation, years in practice, peer-recognition awards (Chief of Staff, senior surgeon in group, HMO recognition award), service on peer-review organizations, case lists and outcomes, community involvement or participation in clinical trials.
     • Contributions to Vascular Science – this can be reflected by peer-review publications, non-profit or federal grant support, invited lectures, professorships, faculty appointments, invited publications, participation in clinical trials, device development, active participation in local/regional vascular societies participation in Society for Vascular Surgery Vascular Quality Initiative (SVS VQI) data collection, or serving on hospital committees.
     • Contributions to Vascular Education – this can be reflected by teaching responsibilities at a vascular or general surgery training program, hospital grand rounds, seminars, proctorship of new vascular procedures or other lectureships.
3. Senior Members. Senior members shall consist of active members who have reached the age of sixty-five (65) or who for reasons of health or other just cause, the Council recommends for classification in this category. Senior members shall also be bound to meeting attendance rules and working senior members shall continue to pay annual dues until such time as they have notified the Secretary-Treasurer that they have left active practice and retired. Retired senior members shall not be bound by the requirements for attendance at meetings. Senior members may hold office, have voting privileges, can serve on committees, can sponsor new member applications as well as submit and sponsor papers for presentation at the annual meeting.
4. Honorary Members. Honorary membership may be conferred by the Executive Council upon individuals who have distinguished themselves by outstanding achievement in the field of vascular science. Honorary members shall not be bound by the requirements for attendance at meetings. They shall have no voting privileges, cannot serve on committees, nor shall they be required to pay dues. Honorary members may not hold office or serve on committees.
5. Associate Members. Associate members of the Society shall consist of those individuals who were previously active members but have moved out of the geographic limits of the Society. Associate members shall not be bound by the requirements for payment of dues and for attendance at meetings. They shall have no voting privileges, nor shall they be required to pay dues. Associate members may not hold office or serve on committees.
6. Candidate Members. Candidate membership may be conferred upon vascular surgery residents and fellows in accredited vascular surgery training programs in the Western Vascular Society region and vascular surgery physicians graduated from accredited vascular surgery programs who do not meet qualifications for active membership. Candidate members may present papers at the annual meeting if sponsored by an active member. Candidate members shall not be bound by the requirements for payment of dues and attendance at meetings. Candidate members may not hold office but may serve on committees. Candidate members who move out of the region of the Society shall cease to be candidate members. Candidate members shall have a maximum term of three consecutive years following completion of training.
7. Adjunct Members. Adjunct membership will be granted to those individuals including allied health professionals, who are not vascular surgeons but have made and continue to make meaningful contributions to the science and clinical practice in the field of vascular disease. This category may include non-M.D.s who are working in the field of research. It will also include physicians who actively practice and publish in the field of non-surgical treatment of vascular diseases. Adjunct members shall not be able to hold office, not have voting privileges, not participate on committees, and not be required to pay annual dues.

ARTICLE IV – SELECTION OF MEMBERS

Qualification for membership in the Society will be judged primarily upon evidence of a prospective member’s scholarly contributions to the vascular surgery literature.

1. Active Members:
   The process of election of active members of the Society shall be as follows:
   • Applications for membership shall be available only by request of a member and shall be provided by the Secretary-Treasurer and available on the Society website.
   • Application including the curriculum vitae of the candidate, two (2) endorsers and a sponsor shall be in the hands of the Secretary-Treasurer at least three (3) months before the executive session at which it is desired that the candidate be considered for election. Applicants must be supported by letters from the sponsor and each endorser.
   • The Secretary shall send to the Chairperson of the Membership Committee these applications with all pertinent data, including supporting letters, at least two (2) months before the annual meeting. The Membership Committee shall review the professional qualifications of the candidates. An additional letter shall be forwarded to the Secretary from the candidate’s sponsor for each year that the application remains active.
   • The list of candidates with the data concerning them shall be circulated by the Secretary to all active and senior members of the Society at least one (1) month before the annual meeting.
   • The Chairperson of the Membership Committee shall meet with the Council for the purpose of presenting the recommendations of the Membership Committee.
   • The names of the candidates recommended by the Council for election shall be submitted by the Secretary to the membership in their annual report at the executive session of the Society.
   • Election to the membership shall be by secret ballot, by a three-fourths affirmative vote of the membership present and voting at the annual executive session.
   • A candidate who fails election at one meeting may be presented to the membership at the next two (2) annual meetings of the Society. If they fail election a third time, their name shall be dropped from the list of applications for membership. Such candidate’s application may be resubmitted after an interval of two (2) years.
2. Honorary members:
   • Any active or senior member may nominate an individual for honorary membership. The name and brief description of the accomplishments of the nominee must be submitted to the Secretary-Treasurer at least six (6) months prior to the annual meeting for circulation to an Honorary Membership Committee, which consists of the three (3) past presidents on the Council.
   • The Honorary Membership Committee shall make its recommendations to the Council.
   • Following its deliberation, the Council may recommend that the candidate’s name be submitted by the Secretary-Treasurer to the membership in their annual report presented at the executive session of the Society.
   • Election to membership shall be by secret ballot, by a three-fourths affirmative vote of the membership present and voting at the annual Executive Session.
3. Associate members:
   • Any active member in good standing, who leaves the geographic area of the Western Vascular Society, may request transfer in status to associate membership. If a member fails to request such a transfer the member will automatically be dropped from the membership roster.
4. Candidate members:
   • Application forms for candidate membership shall be available to vascular surgery program directors and shall be provided by the Secretary-Treasurer and available on the society website. Completed application forms signed by the proposed Candidate and the proposed Candidate’s Program Director shall be delivered to the Secretary-Treasurer. Completed applications shall be reviewed by the Membership Committee, which has the right to accept or reject any application for inclusion in the Society. Once approved by the membership committee and the Executive Council, applicants may be members of the Candidate Group so that they may be invited to the annual meeting. A member of the Candidate Group achieving certification of Vascular Surgery will be asked to become an active member once application criteria are met.
5. Adjunct members:
   • The process of election shall be the same as for active members.

ARTICLE V – BOARD OF DIRECTORS (“COUNCIL”)

1. The Board of Directors of the Society shall be called the Council.
2. The Council shall be composed of the President, the President-Elect, the Secretary-Treasurer, the Recorder, and the three (3) most recent available past presidents.
3. The Council shall be the governing body of the Society and shall have full power to manage and act on all affairs of the society except as follows:
   • It may not without the approval of the Society membership at an annual executive session alter the initiation fees or annual dues, or levy any assessments against the membership, except that it may, in individual cases, waive annual dues or assessments.
   • It may not amend the Articles of Incorporation or Bylaws.
   • It may neither elect new members nor alter the status of existing members, other than to apply the provisions of Article XI.
4. The President of the Society shall serve as Chairman of the Council and the Secretary-Treasurer of the Society as its Secretary.
5. Meetings of the Council shall be held at the call of the President of the Society, and each member of the Council must be notified electronically or in writing of the time and place of each such meeting.
6. The annual meeting of the Council shall precede the Executive Session of the Society membership.
7. A majority of the voting members of the Council shall constitute a quorum for the transaction of business. Voting can take place electronically via email or poll.
8. The act of a majority of the members of the Council present at a duly called meeting at which a quorum is present shall be the act of the Council, unless the act of a greater number of required by applicable statute, the Articles of Incorporation, or these Bylaws.
9. Any action which is required by law or the Articles of Incorporation or these Bylaws to be taken at a meeting of the Council, or any other action which may be taken at a meeting of the Council, may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all the members of the Council entitled to vote with respect to the subject matter thereof. Any consent signed by all the members of the Council shall have the same force and effect as a unanimous vote of a duly called and constituted meeting of the Council.

ARTICLE VI – OFFICERS

1. The Officers of the Society shall be a President, a President-Elect, a Secretary-Treasurer, and a Recorder, all to be elected as provided in these Bylaws. Said officers shall serve ex-officio as voting members of the Council.
2. All Officers of the Society shall be elected for terms of one (1) year each. Secretary-Treasurer and Recorder both serve three (3) year terms. The President may not serve more than one (1) term.
3. Officers of the Society shall be nominated by the Nominating Committee that shall present the slate to the membership at the Executive Session of the annual meeting. Additional nominations may be made from the floor of the Executive Session each year. The election shall take place at the Executive Session and election shall be by a majority of the votes cast.
4. The President shall preside at meetings of the Society and the Council, preserve order, regulate debates, announce results of elections, appoint committees not otherwise provided for, sign Certificates of Membership, and perform the duties of the President’s office.
5. The President-Elect, in the absence or incapacity of the President, shall perform the duties of the President’s office.
6. In the absence of both the President and the President-Elect, the Chairperson shall be taken by a Chairperson Pro Tem, elected by such members of the Council as are present.
7. The Secretary-Treasurer shall ensure proper archiving of the minutes of the meetings of the Society and Council, attest all official acts requiring certification; notify officers and members of their election; conduct correspondence; take charge of all papers not otherwise provided for. At least thirty (30) days but not more than forty (40) days prior to each annual or special meeting they shall distribute all members of the Society a program of the forthcoming meeting. They shall compile a written report to be read at the annual Executive Session of the Society, to include a list of candidates proposed for membership, as approved by Council. They shall ensure receipt of all moneys and funds belonging to the Society; ensure payment of all bills; ensure rendering of bills for dues and assessments as soon as possible after the annual meeting; and report to the Council at each annual meeting the names of all members in arrears as to dues. They shall prepare a written report of the finances of the Society to be presented at the Council Meeting and at the Executive Meeting.
8. The Historian shall serve a five-year term and will be appointed by the President. It shall be the duty of the Historian to assemble and preserve the Archives of the Society for storage and reference. The archives shall consist of the roster of the members of the society since its inception and photographs as are available. It shall be their duty to secure and file a photograph of each new member. At the request of the President, the Historian may be asked to provide an appropriate historical comment at either the executive session or the regular meeting. The records of the Western Vascular Society are preserved at the society headquarters and at the UCLA Medical Center by the archivist of the Louise Darling Library.
9. The Recorder shall ensure receipt of all papers and reports of discussions on papers presented before the Society. The Recorder, together with the Program Committee, shall ensure submission of manuscripts to the Journal of Vascular Surgery for publication.

ARTICLE VII – COMMITTEES

1. Standing committees of the Society shall consist of a Membership Committee; a Nominating Committee; a Diversity, Equity, and Inclusion Committee; aVascular Surgery Interest Group Committee; a Program Committee; and a Local Arrangements Committee for the annual meeting.
2. Membership Committee. The Membership Committee shall consist of three (3) members who shall be appointed by the President to serve overlapping terms of three (3) years each. The Secretary-Treasurer shall be an ex officio member of the membership committee. The senior member in service on this Committee shall be the Chairperson. Nominations to the Membership Committee shall be made by the Nominating Committee which shall present the slate to the membership at its annual business meeting. Election shall be by a majority of votes cast at the Executive Session. The functions of the Committee shall be to pass upon the professional and ethical qualifications of the applicants and to advise the membership of these recommendations. One (1) Candidate Member-at-Large shall be appointed by the President to serve for one (1) year.
3. Nominating Committee. The Nominating Committee shall consist of the three (3) most recent available past Presidents. The Committee shall be appointed by the President one (1) month before the annual meeting. Its function shall be to make up a slate of officers to be presented at the annual business meeting to the membership.
4. Diversity, Equity, and Inclusion Committee. The Diversity, Equity and Inclusion Committee shall consist of three (3) members who shall be appointed by the President to serve overlapping terms of one (1) year each. The senior member in service on this Committee shall be the Chairperson. One (1) Candidate Member-at-Large shall be appointed by the President to serve for one (1) year.
5. Vascular Surgery Interest Group Committee. The Vascular Surgery Interest Group Committee shall consist of three (3) members who shall be appointed by the President to serve overlapping terms of one (1) year each. The senior member in service on this Committee shall be the Chairperson. One (1) Candidate Member-at-Large shall be appointed by the President to serve for one (1) year.
6. Program Committee. The Program Committee shall consist of four (4) members who shall be appointed by the President to serve overlapping terms of four (4) years each. The senior member in term of service on this Committee shall be the Chair. The President, Secretary-Treasurer and Recorder shall be ex officio members of the Program Committee. The function of the Program Committee shall be to solicit presentations from members and other individuals and to make up the program for the annual meeting. The appointed members of the Program Committee shall serve as an advisory committee to act, with the Recorder, to ensure editorial review of the submitted manuscripts.
7. Local Arrangements Committee. The Chair of the Local Arrangements Committee for the annual meeting shall be appointed by the President and the members of the Committee shall be appointed by the Chair. These individuals will consist of members resident in the general locality in which the annual meeting is to be held, together with the President, the Secretary-Treasurer, acting ex officio. The function of this Committee shall be the making of the general arrangements for the annual meeting.
8. The Council may from time to time establish such other Committees as it deems advisable. Each such Committee shall consist of such persons and shall have such duties and the Council upon establishment of the Committee from time to time may designate powers as thereafter. Unless otherwise provided by the Council, the President shall appoint the members of each such Committee.
9. Any vacancy occurring among the members of any elected Committee of the Society shall be filled by appointment by the President. The Appointee will serve until the next annual meeting of the Society membership.

ARTICLE VIII – MEETINGS

1. The annual meeting of the Society shall be held at a time and place to be determined by the Council at least one year in advance.
2. The Council shall meet on the day prior to the annual meeting, at a time and place designated by the President. The Chair of the Membership Committee, the Nominating Committee and the Local Arrangements Committee shall meet with the Council in an advisory capacity.
3. Twenty (20) voting members present in person shall constitute a quorum at a meeting of the membership.
4. The vote of a majority of the votes entitled to be cast by the members present at a duly called meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by the applicable statute, the Articles of Incorporation, or the Bylaws.
5. Members may not cast their votes by proxy. Voting can be done via electronic means.
6. The Executive Session of the Society, attendance at which shall be limited to active, senior, and honorary members, shall be held at a time and place to be set by the President. The business of the Society shall be conducted at that time.
7. The scientific session of the annual meeting shall consist of original presentations of papers and the discussion of these papers. An active or senior member must be a participant, co-author or sponsor of each presentation selected.
8. Special meetings of the Society may be called at any time by the President. The President must call a special meeting whenever it is requested to do so in writing by ten (10) members of the Society in good standing.
9. Notice of any Executive Session of any annual or special meeting of the Society shall be given to each member of the Society not less than thirty (30) nor more than forty (40) days prior to the Executive Session by written or printed notice delivered personally or by mail, by or at the direction of the Council, the President or the Secretary -Treasurer. Such notice shall state the place, day, and hour of the Executive Session and in the case of a special meeting shall also state the purpose or purposes for which the Executive Session is called.
10. The Council may, by majority vote, revoke the membership of any active member who shall have been absent from three (3) consecutive meetings of the Society without providing the Secretary-Treasurer with an acceptable written explanation of such absence. An active member shall receive a warning letter from the Secretary-Treasurer following two (2) consecutive unexcused absences from the annual meetings, and the Secretary-Treasurer shall, within thirty (30) days after revocation of any active membership pursuant to this section, send written notice of such action to the individual whose active membership has been so revoked. In addition, to emphasize the importance of scholarly participation, it shall be the requirement for each member to be a named author of at least one abstract during a four-year term or to be a named discussant of a paper selected for presentation. An active member shall receive a warning letter from the Secretary-Treasurer following three (3) consecutive years in which the member has failed to participate as described above. The Secretary-Treasurer shall, within thirty-(30) days after revocation of active membership pursuant to this section, send written notice of such action to the individual whose active membership has been so revoked. Any person whose active membership has been revoked by the Council pursuant to this section may, within six (6) months after such revocation, send to the Secretary-Treasurer a written request that the Council at its next meeting reconsider its decision. Such a request must be accompanied by a written statement for the reasons for the consistent absence or lack of participation from annual meetings of the Society. If the Council, upon reconsideration, determines by a majority vote that reinstatement is appropriate, the individual shall be reinstated as an active member upon payment in full of any outstanding dues or other financial obligations to the Society, including any such obligations which may have arisen during the period in which the revocation was in effect.
11. The societies current President and Recorder will moderate the first Scientific Session of the Annual Meeting. The incoming President-Elect and current Recorder will moderate the final Scientific Session of the Annual Meeting. All other moderators for all other sessions will consist of and be chosen by the Program Committee.

ARTICLE IX – INVITED GUESTS

1. A member of the Society may invite one or more guest(s) to attend the Annual Meeting of the Society. Should a member wish to tender an invitation, formal request must be made to the Secretary-Treasurer to send a written invitation to the individual identified by the member. No guest will be admitted to the scientific sessions and/or social events without a formal or email invitation and active registration for the annual meeting.
2. The names of all guests attending the Annual Meeting shall be entered under a separate heading in the attendance list.
3. All invited guests shall be given the privilege of the floor by the President but shall not be present at the Executive Session.

ARTICLE X – FEES AND DUES

1. Initiation fees, dues and assessments shall be levied by the Council and approved by the membership at the annual Executive Session.
2. Any member of the Society in arrears as to dues for one (1) year shall be notified of that fact by the Secretary- Treasurer, by email and registered letter, which shall contain a copy of this Section 2. If the dues are not paid before the next annual Council meeting, or some reasonable explanation of the delinquency is not forthcoming, the name of the delinquent member shall be presented at the Council meeting and on a majority vote of the Council the name may be stricken from the membership list. The Council may reinstate the delinquent member upon payment of the dues in arrears.

ARTICLE XI – RESIGNATIONS AND DISCIPLINE

1. Resignation of members not in arrears as to dues may be accepted at any annual meeting of the Society by a majority vote of the members present.
2. Charges of unprofessional or unethical conduct may be brought against any member of the Society by a written complaint signed by three (3) members of the Society and delivered to the Secretary-Treasurer. The Council shall establish the rules governing disciplinary proceedings based upon such charges from time to time.

ARTICLE XII – PAPERS AND REPORTS

1. All papers and reports read before the Society shall be submitted to the Journal of Vascular Surgery (JVS) prior to the time of their presentation at the Annual Meeting. The Recorder shall be responsible for ensuring the submission of these manuscripts.
2. No paper shall be submitted for publication as having been read before the Society, unless it has been read before the Society.
3. Final submission of a manuscript to the JVS must be done within 2 months of the presentation at the annual meeting. The exception would be if the revisions suggested at the meeting required more time, in which case the request can be made for an extension. The penalty for no or late submission is ineligible abstract submission to the WVS for 1 year.

ARTICLE XIII – PROCEDURE

The proceedings of the Society shall be conducted under Roberts Rules of Order Newly Revised.

ARTICLE XIV – CERTIFICATE OF MEMBERSHIP

Every elected member of the Society shall be entitled to a Certificate of Membership signed by the President and the Secretary-Treasurer and bearing the seal of the Society.

ARTICLE XV – SEAL

This Society shall make, have, and use a seal bearing the name of the Society, the words “Corporate Seal, California,” and such other device and description, as the Society shall deem proper.

ARTICLE XVI – NOTICE AND WAIVER OF NOTICE

1. Whenever, under applicable law, these Bylaws, or resolution of the Council, notice is required to be given to any member, Council member or Officer, such notice may be given in writing, by e-mail or standard mail, addressed to such member, Council member or Officer, at their address/electronic address as it appears on the records of the Society. Such mailed notice shall be deemed to be given when deposited in the United States Mail in a sealed envelope so addressed, with postage therein prepaid.
2. Whenever, under applicable law, these Bylaws, or resolution of the Council, any notice is required to be given, 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. In addition, the attendance of a member or Council member at any meeting shall constitute a waiver of notice of such meeting, except where an individual attend the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE XVII – INDEMNIFICATION

1. To the full extent in accordance with the procedure prescribed by the General Not-For-Profit Corporation Act, the Society shall indemnify any and all members of the Council (which members shall hereinafter in this Article be referred to as “Directors”) and any and all officers, employees, agents and representatives of the Society for certain expenses and other amounts paid in connection with legal proceedings in which any such person become involved by reason of their serving in any such capacity for the Society.
2. Upon specific authorization by the Council, the Society may purchase and maintain insurance on behalf of any or all Directors, Officers, employees, agents or representatives of the Society against any liability asserted against any such person and incurred in any such capacity, or arising out of the status of serving in any such capacity, whether or not the Society would have the power to indemnify them against such liability under the provisions of Section 1 of this Article.

ARTICLE XVIII – AMENDMENT

These Bylaws may be amended by a three-fourths vote of the members present and voting at a properly called and convened Executive Session at an Annual or Special Meeting of the Society, provided that the proposed Amendment has been submitted to the Secretary-Treasurer by at least three (3) voting members of the Society at least three (3) months prior to the Executive Session of the Society. The Secretary-Treasurer shall mail the proposed Amendment at least thirty (30) days prior to the Executive Session, accompanied by notice that such Amendment will be acted upon that Executive Session.

ARTICLE XIX – RULES AND REGULATIONS

The Society may enact from time-to-time rules and regulations that will govern the actions of the Society. Such Rules and Regulations shall be enacted, amended, or deleted by a majority (>50%) vote of those attending the annual business meeting. Proposed rules and regulations require notification of the membership no less than 30 days prior to the annual meeting. Amendments to a proposed Rule and Regulation made at the time of the business meeting may be voted upon at the same business meeting and do not require an additional 30-day notification of members. All Rules and Regulations must be in conformity with the bylaws of the Society.

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Amended January 2017
Amended May 9, 2019
Amended September 29, 2022
Amended April 4, 2023