TSA Bylaws
ARTICLE 6 - BOARD OF DIRECTORS
6.0 COMPOSITION
The Board of Directors of this Society is composed of:
One Director representing each District, the President, the President-Elect, the Immediate Past-President, the Secretary, the Treasurer, the Assistant Treasurer, the Speaker and the Vice-Speaker of the House of Delegates, the Director and Alternate Director of the 19th District of the American Society of Anesthesiologists, the Chair of the Editorial Board, the Chair of the TSARC and the Vice-Chair of the TSARC.
6.01 Ex-Officio Members
Current elected officers of the American Society of Anesthesiologists who are members of the Texas Society of Anesthesiologists shall be ex-officio members of the Board of Directors and the House of Delegates unless regularly elected to those bodies.
6.1 PURPOSE
The Board of Directors shall manage the business and financial affairs of this Society; and
In the interim between meetings of the House of Delegates, the Board of Directors may act upon matters which would otherwise require special meetings of the House of Delegates.
6.2 GENERAL POWERS AND DUTIES
Except as otherwise specifically provided by these Bylaws, the Board of Directors is charged and entrusted as follows:
6.200 General Powers
The Board of Directors shall have:
6.2001 The power to acquire, manage, control and dispose of the Society’s property and to authorize all contracts on behalf of the Society;
6.2002 The power to delegate such authority to the officers of the Society or to the standing committees of the Society;
6.2003 The power to institute, with the approval of the House of Delegates, such administrative procedures as it deems necessary;
6.2004 The power to make public statements on behalf of the Society; and
6.2005 Such other authority as prescribed for it in these Bylaws.
6.201 Budget
Prior to the annual meeting, the Board shall consider the proposed budget prepared by the Treasurer on anticipated income and expenditures. The Board shall act on this budget before it is submitted to the House of Delegates at the annual meeting.
6.202 Annual Dues
After consideration of the budget, the Board shall determine the amount of the annual dues for the ensuing year.
6.203 Changes in Budget
The Board may, by a two-thirds vote of its entire membership, change the budget in the interval between meetings of the House of Delegates, subject to modification or revocation by the House of Delegates.
6.204 Inspection and Audit
The Board may inspect and audit any and all financial records and accounts of this Society at any time, and shall do so at least annually.
6.205 Editorial Board
The Board of Directors shall elect the Chair of the Editorial Board.
6.206 Impeachment Proceedings
The Board has the sole power to try all impeachment proceedings.
6.207 Disciplinary Proceedings
The Board has final authority concerning censure or suspension of a member of this Society.
6.208 Committees
The Board may create committees from its membership,
Endow them with authority to act in the interim between meetings of the Board on specific matters which would ordinarily require special meetings of the Board, and
Augment such committees by appointment of additional members of this Society who are not members of the Board
6.209 Other Duties
The Board shall perform such other duties as are:
Delegated to it by the House of Delegates;
Provided in these Bylaws; and
Usual and customary for the Board of Directors of a corporation and which are not in conflict with these Bylaws.
6.210 Report
All actions of the Board shall be reported to the House of Delegates at the annual meeting next succeeding such action; and
Such action by the Board is subject to modification or revocation by the House of Delegates upon affirmative vote of the majority of those voting;
Provided, however, that the rights of third parties without notice of this provision shall not be affected by such action of the House of Delegates.
6.3 MEETINGS
The Board of Directors shall meet at least annually at a time and place designated by the President.
6.31 Presiding Officer
The President is the presiding officer of the Board of Directors, except as otherwise provided by these Bylaws.
6.32 Quorum
Two-thirds of the voting members of the Board constitute a quorum.
6.33 Voting Members
Each member of the Board shall have one vote except the Chair of the Editorial Board and the Vice Speaker who shall be members without vote. Ex-Officio members shall not be entitled to a vote.
6.34 Notice.
Notice of the time and place of each meeting of the Board shall be sent by mail or by other method currently approved by the Board of Directors to each member of the Board at least thirty days prior to the proposed time of meeting, except for meetings held during the Annual Meeting of this Society.
Provided, however, that this provision may be waived by written consent of two-thirds of the voting members of the Board.
6.35 Additional Meetings
Other meetings may be called by the President, with the approval of the Executive Committee of the Board; and
Special meetings shall be called upon petition of five members of the Board.
6.4 EXECUTIVE COMMITTEE
The Executive Committee of the Board of Directors shall act in the interim between the meetings of the Board, upon specific matters which would ordinarily require special meetings of the Board.
6.41 Composition
The Executive Committee is composed of: the President, the Immediate Past-President, the President-Elect, the Secretary, the Treasurer, the Assistant Treasurer, and the Director representing the 19th District of the American Society of Anesthesiologists.
6.42 Powers and Duties
The Executive Committee functions to expedite, execute, and administer the previous actions and directives of the Board of Directors; and it shall:
6.421 Prior to each annual session, submit the proposed budget to the Board of Directors for its approval and submission to the House of Delegates; and
6.422 Otherwise act only on matters requiring urgent decision while the Board is not in session.
6.423 The Executive Committee functions only under direction of the Board of Directors; and
6.424 Its actions are subject to review and approval by the Board of Directors.
6.425 Refer to the Peer Review Committee any complaints received concerning Expert Witness Testimony.
6.43 Meetings
Meetings of the Executive Committee shall be held upon call of the President;
The President is the presiding officer; and Four members of the Committee constitute a quorum.
6.44 Reports
The Executive Committee shall submit a detailed report of its activities at each meeting of the Board of Directors.
