SATA Bylaws

Bylaws Committee

Preamble:

The Bylaws Committee was established in 2016 in order to permanently record the policies and procedures for the Society for the Advancement of Transplant Anesthesia.  The policies were designed to ensure the society had a uniform and transparent approach that all members could rely upon.  No individual can change the bylaws “at will”.  All changes to the bylaws requires a formal process of negotiation and consensus between the Bylaws and Executive Committee.  “Changes in an emergency situation” can be made to preserve society function.  This must be announced to the membership.  The Mission and Purpose of SATA is under the purview of the Bylaws Committee in consultation with the Board of Directors. 

In 2021, the executive council voted to ensure all bylaws and societal policies respect diversity, equity and inclusion.  Inclusion has always been a banner for the SATA platform; an approach that provides every member with the opportunity to succeed.  SATA has responded to increased national concerns about the protection of individuals based on their race, color, religion, sex, age and national origin in additional to disability.  To ensure the mission of “inclusion” in SATA was mindful of societal expectations within the US, and Canada the bylaws added specific statements about diversity, equity and inclusion that align with the Civil Rights Act  of 1964 (volume 42 of the United States Code, beginning at section 2000e) and the American with Disabilities Act of 1990.   In addition to this update,  the bylaws also has aim to maintain leadership diversity that works to ensure adequate society representation based on geography and type of transplant specialty.  This was done to make sure our members had confidence that SATA equally represents and engages with all members regardless of their practice type or geographic location. 

SATA PURPOSE: 

The Society for the Advancement of Transplant Anesthesia (SATA) was founded to provide an identity, common voice and educational platform for Anesthesiologists and other professionals engaged in the care of the organ transplant recipient.   

The Society focuses on US and Canadian-based health care and policies affecting transplant patients and organ donor care and outcome. The Society welcomes and encourages international health care providers and their representative organizations to join as members.  The Society supports global cooperation and communication as a way to improve the care of all recipients and donors.   

SATA endorses the position that the field of Transplant Anesthesia is a specialty practice requiring a unique knowledge and skill set applied by health care provider in the perioperative management of the thoracic and abdominal organ transplant recipients and donors. The Society defends the well-defined role of the Transplant Anesthesiologist in the operative management of the organ donor.  Within this context we facilitate and uphold our members to provide skilled care of organ donors using current evidence.  

SATA prioritized tasks to support members and advance the field of Transplant Anesthesia:

1. Facilitate collegial collaboration and mentorship

1. Promote member career development by sharing ideas

1. Working to optimize educational platforms;

1. Advancing the quality of care through evidence-based practice, standards and guidelines;

1. Provide professional expertise, public outreach and advocacy;

1. Facilitate research serving transplant recipients, donor management and organ recovery

1. Partner with national and international allied organizations to maximize knowledge and skills.

Bylaws Committee

SATA Bylaws Committee History 

The Bylaws Working Group was established on February 22, 2018 after Dr. M. Susan Mandell, Chair, of the Executive Rules Working Group, called for volunteers to review the SATA Bylaws and make recommendations for amendments to the original SATA Bylaws (approved on April 30, 2016).   The Bylaws Working Group became the Bylaws Committee following approval of the Executive Council on September 3, 2018

Bylaws Committee Mission To build consistent, transparent and fair rules that govern SATA.

Applications: The bylaws direct election and service responsibilities of the SATA leadership positions and the conduct of all members.  The Mission of the Bylaws Committee aligns with the society Mission and honors diversity, equality, opportunity for each member to succeed and transparency in all aspects of society business.  

Executive Role: The Bylaws Committee is an independent decisional body, separate from the Executive Leadership. Changes or addition of new bylaws can be made following the annual review of existing bylaws by the Bylaws Committee or after a request by the Executive Committee.  All changes to the existing bylaws require independent approval of both the Bylaws Committee and the Executive Council of SATA.  Neither the Bylaws Committee nor the Executive Council has veto power over the other.  The Executive Council will post a finalized version of the Bylaws on the Website for the membership. 

BYLAWS

SOCIETY FOR THE ADVANCEMENT OF TRANSPLANT ANESTHESIA

DATE OF LAST AMMENDMENTS: June 6, 2022

Bylaw Committee   Ryan Chadha (Chair), Raymond Planinsic (Co-Chair), Daniela Damian, Theresa Gelzinis, Marina Moguilevitch,  Sher-Lu Pai, Klaus Torp,   M. Susan Mandell (Executive Liaison)

ARTICLE I:  OFFICE AND REGISTERED AGENT

Section 1.  Principal Office

The principal office of the Society shall be in the State of Florida. 

Section 2.  Registered Office and Agent 

The Society for the Advancement of Transplant Anesthesia (SATA) is a non-profit organization; will have and continuously maintain a registered office and registered agent in the State of Florida, as required by the State of Florida.  The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State.  

ARTICLE II : MEMBERSHIP

Section 1.  Classes and Qualifications 

There shall be the following classes of members:  

Active Members:

Any physician (MD, DO, or equivalent degree) with certification or who is certification-eligible in the field of Anesthesiology may be an active member after receipt of annual dues. 

Associate Members:

Associate members are health care providers who are not certified anesthesiologists and include individuals or organizations directly involved in the care of transplant patients. An associate member may participate as a liaison on each SATA committee and may serve as a liaison representation on the Council. An Associate member will not have voting privileges in elections open to active members.  

Associate members require sponsorship by one active member to join SATA.  An associate member can become a regular member with all active member privileges.  This requires sponsorship by two active members and a vote by the Council.    

.

Honorary Members:

Any active member who has rendered conspicuous and outstanding service to the Society, or a person who has obtained prominence and rendered significant advancement in transplant anesthesia, may be elected to “Honorary Membership” if previously recommended for such membership by the Board of Directors, and provided the person received a majority vote of eligible voting members at an Annual Meeting. “Honorary Members” shall not pay dues nor hold office but shall have all other rights and privileges of associate members.

Trainees

Any Health Care Provider who is in the process of training by a recognized. Educational Institution.  This includes, Medical Students, Advanced Nurse Practioners and Fellows in the field of Transplantation.  Trainees have the  same privileges as Active Members but are not entitled to vote in the  general elections.  All trainees require sponsorship by one Active, Associate  or Honorary Member.  All trainees names will be forwarded to the Vanguard Committee with the designation “Trainee”.  Each trainee will be offered membership in the Vanguard Committee. 

Section 2. Voting and Holding Office 

All active members in good standing can vote and hold executive positions , with the exception of associate members, medical students, residents, and honorary members. 

Section 3 Dues 

1. Membership dues shall be determined by the Board of Directors and approved by the Executive Council..

1. Dues shall be payable annually in advance on the first business day of January for the upcoming fiscal year. Those who have not paid their dues by March 1 shall be notified that they are delinquent and that their names will be dropped from the membership roster after two notices are given in a continuous 60-day period. Members shall be reinstated upon payment of dues. 

Section 4. Expulsion

Members may be expelled for (1) failure to abide by the provisions of these bylaws or (2) persistent disruption of the general or committee meetings of this Society. Expulsion of a member shall be determined by an affirmative vote of the Board of Directors after a hearing at which the member in question may be present. Restoration of membership after expulsion may be given only by an affirmative vote of the Board of Directors, after application by the expelled person.

Section 5. Resignation

Any member may resign from the Society by giving notice to the Board of Directors in writing or by fax, e-mail, or other electronic media. Resignation shall take effect at the time of acceptance by the Board. Membership dues will not be refunded.

ARTICLE III  Executive Organization

Board of Directors:

The Board of Directors is composed of the Executive Council (5 Officers, 4 Councilors-At Large) and Executive Director/Associate Manager appointed by the Executive Council.  Liaisons to the Board of Directors are appointed by the Executive Council as deemed necessary.  Each member of the Executive Council is elected to that position and holds office consistent with the rules described below. 

Section 1.  Executive Council (Officers and Councilors-At Large)

The Officers of the Society shall consist of a President, an Immediate Past President, a President-Elect, a Secretary, and a Treasurer.  All officers shall be active members of the Society. The officers will only occupy a single executive position unless there is an unexpected vacancy.  The board can then vote to place an officer in no more than 2 positions.

Councilors-At Large:  Four SATA members will be elected to the positions of Councilor.  The four members serve on the Board of Directors and hold full voting privilages. 

Section 2.  Election of the Executive Council

The Executive Council members of the Society shall be elected according to the rules and procedures outlined in ARTICLE VII – MEETINGS AND ELECTIONS. 

Section 3. Minimum Numbers for decisions during a Business Meeting 

For purposes of transacting business during a business meeting a quorum shall consist of the majority of Executive Council; the 9 board members, including President, Immediate-Past President, President-Elect, Secretary, Treasurer, and 4 Councilors-At Large. The initial voting will be conducted by these members except the President, who will only cast the deciding vote when the initial vote is even-split. 

Section 4. Tenure of SATA Officers:

The Officers will serve in SATA executive positions include the Treasurer, Secretary, President-Elect, President and Immediate Past President.  Succession will occur after each election cycle so that the Treasurer will become the Secretary, the Secretary will then occupy the position of President Elect and the President-Elect will move to President.  The President will become the Immediate Past President and be discharged from duties of Office after completion of service.  Each succession requires a majority (5 votes) vote by the Executive Council which is composed of Treasurer, Secretary, President Elect and Immediate Past President and 4 Councilors.  The President does not vote unless the vote is deadlocked in a tie.     

 The Officers will serve 2 years with review at one year by the SATA Board.   A majority vote (5 votes) by the 8 Executive Council members after the first year of service allows each Officer to complete a 2-year term.  All Officers will serve the same term unless there is a resignation or removal of an Officer.  The empty Officer position will be filled in accordance with the bylaws governing Officers.   

Section 5. Liaisons to the Executive Council

The Society Council can appoint SATA members as liaisons to the Board of Directors.  The liaisons will provide input to the Executive Council and are part of the Board of Directors.  Two standing liaisons positions are established for SATA members who oversee the web site and home journal.  The positions do not have a finite term.  The length of service for the web and home journal liaisons is directly determined by each person’s length of service in either the web site or home journal management. A new liaison will be appointed by the Executive Council once the existing appointee steps down from their associated oversight responsibilities or the Executive Council votes to discharge them from their liaison duties. The Executive Council can appoint other liaisons to the Board of Directors as deemed necessary.  Liaisons do not have voting privilages during Board of Director meetings and the purpose of these positions are to keep the Society Board of Directors up to date about actions in the medical community that affect society function.     

 Section 5.  Resignation  

Any officer may resign by giving formal notice to the Board of Directors in writing or by fax, e-mail, or other electronic media. Resignation shall take effect on the date of acceptance by the Board of Directors. Acceptance shall be by an affirmative vote of the Board of Directors.

Section 6.  Removal  

Any Officer may be removed from such office, with or without cause, by a two-thirds vote of the Board of Directors after a hearing at which the Officer in question can choose to be present.

Section 7.  Vacancies  

A vacancy in the office of the President shall be filled for the unexpired term by the President-Elect. A vacancy in any other office shall be filled for the unexpired term by a Society member selected by the Board of Directors then in office.

Section 7A. Interim Positions: 

A member may be elected to an interim position when an Officer or other leadership member is unable to complete the duties or tenure of their service.  The nomination process of interim leaders uses the same process to fill vacancies described in Section 6.  

Interim leaders will serve a Tenure that is defined by the Board of Directors and is based on the needs of the society.  Interim leaders can apply for full time positions at the end of their service period in an open election.  The time of service in a full-time position will not be affected by prior service in an interim position.  

Article IV.  Duties of the Board of Directors:

Section I   Officers of the Board of Directors:

The President shall be the Chief Administrative Officer of the Society, Chairperson of the Board of Directors, ex-officio member of all other committees, and Chairman person of the business meetings of the Society. The President shall only cast the deciding vote in the event of a tie at any meetings of the Society. The President shall have all power and duties as are conferred upon him/her by the Bylaws and shall perform such other duties as may be assigned by the Board of Directors and outlined in the Society’s policies and procedures manual.  

The President-Elect shall assume the duties of the President if the President is absent or unable to perform the duties of the office. The President-Elect shall become familiar with the current issues in the Society and the people doing its work. Other duties may be assigned by the Board of Directors as outlined in the Society’s policies and procedures manual.

The Secretary shall ensure that a record of official business meetings of the Society and of the Board of Directors is kept and will ascertain that all other documents and records required by law, are maintained and are available for inspection by any member of the Society. Further there shall be maintained a register f names and addresses of all members. Further, the Secretary shall perform other duties as may be assigned by the Board of Directors and conform to activities outlined in the Society’s policies and procedures manual. 

 Treasurer  

The Treasurer shall be the General Financial Officer of the Society, shall keep full and accurate accounts of all receipts and disbursements, and shall ensure the deposit of all monies and other valuables in the name of and to the credit of the Society in such depositories as may be directed by a majority vote of the Board of Directors. The Treasurer shall make available for inspection by any member all financial records of the Society and shall perform such other duties as may be assigned by the Board of Directors and outlined in the Society’s policies and procedures manual. 

Section 2. Duties of the Councilors-At Large

The four Councilors serve on the Board of Directors to provide experience and perspective for decisions that affect the functions and future of the society.  Councilors have the same input as Officers by equal voting privilages on society decisions and strategies.  The Councilors will share service to SATA with the Officers by serving as executive liaisons to committees in order to support the communication between the Board of Directors and the committees. 

Section 3.  Duties of non-voting Board of Directors

Executive Director/Association Manager  The Executive Director/Association Manager is appointed to act on behalf of the Society and assist the Officers in performing administrative duties including but not limited to maintaining membership lists, keeping meeting notes and posting the Bylaws.  The Executive Director/Association Manager shall be appointed and may be removed from office by a vote of the Executive Council. Except as stated in this section, the Executive Director/Association Manager is not an Officer of the Society. 

Executive Liaisons are appointed by the Board of Directors after approval by a vote of the Executive Council.  Liaisons are appointed to keep the Board of Directors appraised of events, actions or opinions in the broader transplantation and allied medical community that would be of interest to SATA.  Two standing liaison positions include SATA members who oversee the web function and the Associate Editor for the home journal; Clinical Transplantation.  The Board of Directors can appoint other liaisons as they deem necessary.  There is no set tenure of service and liaisons can be discharged at the discretion of the Executive Council.    

Section 4.  Contracts  

The President, or an Officer of the Society or an Executive Director/Association Manager with approval of the President shall sign any contracts with other organizations or persons.

Section 5.  Bonding  

If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Society shall furnish, at the expense of the Society, a fidelity bond, approved by the Board of Directors.

ARTICLE V  

EXECUTIVE COUNCIL

Section 1.  Powers

There shall be an Executive Council who are member of the Board of Director for the Society and by their vote shall direct decisions that control the business, property and affairs of the Society, except as otherwise expressly provided by law or these Bylaws.  

Section 2.  Number and Qualifications  

The Executive Council shall consist of the President, President-Elect, Secretary, Treasurer, Immediate Past President, and four At-large Councilors.  

Section 3.  Election and Term of Office 

Each member of the Executive Council shall serve for a term of up to 2 years and may be elected for a maximum of two consecutive terms, not including filling an unexpired term. 

The SATA membership will nominate members to serve in the positions of Treasurer and At-large Councilor positions.  The Board will appoint up to 6 nominees for the four At-large Councilor  positions and 2 nominees for Treasurer.   Election of individuals into Executive Council positions of Treasurer and Councilor-At Large will be determined by a vote of the membership. The nominees who accrue the most votes will be offered a term of service on the Executive Council and the Board of Directors.  A vote of the Executive Council is needed at one year of service for completion of the second year of the service. 

Section 4.  Resignation  

Any member of the Board of Directors may resign at any time by giving written notice to the President of the Society. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Society. 

Section 5.  Removal  

Any member of the Executive Council may be removed from such office, with or without cause, by a majority vote of the voting members at any regular or special meetings of the Executive Council called expressly for that purpose.   

Section 6.   Vacancies  

Vacancies shall be filled by majority vote of the remaining members of the Executive Council for the unexpired term.

Section 7.  Regular Meetings  

A regular annual meeting of the Board of Directors of the Society shall be held each year, at such time, day and place as shall be designated by the Executive Council. The meeting can be face to face or videoconference.

Section 8.  Special Meetings 

Special meetings of the Board of Directors may be called at the direction of the President or by a majority of the voting Executive Council members in office, to be held at such time, day and place as shall be designated in the notice of the meeting. 

Section 9.  Notice  

Notice of the time, day and place of any meeting of the Executive Council or Board of Directors shall be given at least 30 days previous to the meeting and in the manner set forth in Section 2 of Article VI. The purpose for which a special meeting is called shall be stated in the notice. Any Executive Council member may waive notice of any meeting by a written statement executed either before or after the meeting.  Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.

Section 10.  Quorum  

A majority of the Executive Council members then in office shall constitute a quorum for the transaction of business at any meeting of the Executive Council.

Section 11.  Manner of Acting 

Except as otherwise expressly required by law, the Articles of Incorporation of the Society, or these Bylaws, the affirmative vote of a majority of the Executive Council members present at any meeting at which a quorum is present shall be the act of the Executive Council. Each Executive Council member shall have one vote. Voting by proxy shall not be permitted.

Section 12.  Unanimous Written Consent In Lieu of a Meeting  

The Executive Council may take action without a meeting if written consent to the action is signed by all of the Executive Council members. 

Section 13.  Telephone Meeting  

Any one or more Executive Council members may participate in a meeting of the Executive Council by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other.  Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.

ARTICLE VI

COMMITTEE STRUCTURE, ORGANIZATION AND RESPONSIBILITIES

Section 1.  Appointment of Committees 

Standing Committees: The list of Standing Committees is subject to change by the Board of Directors.  Additional Standing Committees may be created by the Board of Directors. By resolution, adopted by a majority of the Executive Council members in office, may designate and appoint one or more committees which shall have and exercise the authority of the Executive Council to carry out the mission of the committee and SATA.  However, no committee shall have the authority to amend or repeal these Bylaws; elect or remove any Board member; adopt a plan of merger; or authorize the voluntary dissolution of the Society.

Ad Hoc Committees:  The President, after Executive Council approval, is authorized to form, direct, and terminate ad hoc committees and to appoint or replace ad hoc committee chairpersons. Ad hoc committee chairpersons will recommend to the President an appropriate number of individuals for committee membership who will be appointed formally by the President. The chairperson of the ad hoc committee or Executive Council will appoint a member of the committee to serve as Co-Chair (designee chair), with the approval of the President.  The Executive Council may create and appoint members to task forces or other ad hoc working assemblies as they shall deem appropriate.  Such task forces shall have the power and duties designated by the Board of Directors and shall give advice and make non-binding recommendations. 

Chairpersons who are not appointed by the President will be designated as “interim” until formally confirmed by the President.

Executive Liaisons to Committees:  The President-Elect shall designate members of the Board of Directors to serve as liaisons to all Standing and Ad Hoc committees of the Society. The committee liaison will ensure productive function of the committees by working with the leadership to appoint appropriate individuals to the committee and ensuring open communication between the Board of Directors and the committee Chair. Self-nomination by Society members to serve on a Committee is highly encouraged.

Section 2.  Bylaws Committee 

The Bylaws Committee shall consist of no less than three members and shall prepare or recommend amendments to the Bylaws to serve the mission and purpose of SATA. Past Presidents of SATA will be offered membership in the Bylaws Committee.  Additional members can be appointed by the Chair of the Bylaws Committee after approval by the Executive Council. A Past- President or another non-voting Board of Director member will be given preference to serve as Chair and Co-Chair.  

Section 3.  Nominating Committee

The Nominating Committee will put forth the names of SATA members who apply for elected positions and will be composed of the Immediate Past-President, President, and President-Elect. The Immediate Past-President will serve as the chair of the Nominated Committee. The Nominating Committee will follow the procedures as outlined in ARTICLE VII – MEETINGS AND ELECTIONS. 

Section 4. Committee on Finance

The Committee on Finance shall study and recommend means of strengthening the financial status of the Society, make recommendations concerning investment of Society funds, and assist the Treasurer in the preparation of the annual budget, which shall be submitted by the Treasurer to the Executive Council at the annual meeting of the Board of Directors open to the membership , prior to the beginning of each fiscal year, or at such other time as the Executive Council may direct. The Committee from time to time will review, update and present to the Executive Council an investment policy that will allocate the investment of the Society’s endowment in stocks, bonds, cash and strategic investments in order to maximize gain and to minimize risk. The Executive Council will retain the ultimate authority to determine the Society’s investment strategy.

Section 5.  Term of Office  

Each member of a committee shall serve for up to 2 years or until a successor is appointed unless the committee is dissolved.  Half of the membership of an existing standing committee can be appointed each year.  A new committee can appoint up to all of its members in a calendar year.  A member will rotate off the committee roster when they have provided 2 years of service unless reappointed for additional terms as recommended by the Committee Chair (See Rules that Govern Chairs). The Executive Council can discharge committee members without cause after discussion with the committee Chair.  Task Force and Working Group Chairs and members have no limits of service but ach can be closed by a majority vote of the Executive Council.  

Section 6.  Resignation or Termination from Committees

Any member may resign from a committee by giving written notice to the Executive Council. Resignation shall take effect at the time of acceptance by the Executive Council. Upon recommendation by the chairperson of the committee, the President may terminate a committee member’s appointment for lack of participation as outlined in the Society’s policies and procedures manual. 

Section 7.  Vacancies 

Vacancies in the membership of committees may be filled based on the recommendation made by the Executive Council.  

Section 8.  Rules  

Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Executive Council.

 Section 9.  Rules governing Chairs:

The Chair:

1. Has no time limitations for committee nominations or appointments
2. Can independently nominate a member
3. Can extend the recommended limits on the tenure of service
4. Must submit a bi-annual report that updates the Board of Directors of changes to the Committee membership.

Section 10.  Conduct of Committee Chairs:

Preamble, General Organization 

SATA appoints Committee, Task Force and Working Group leaders (Chair and Co-Chair) based on the individuals desire and ability to guide its members in their service to the Society.  

Members are appointed by the Committee Chair with approval of the Executive Council.

The SATA Bylaws provide Chairs with considerable flexibility in appointing members and identifying tasks that serve the best interests of the SATA membership

The Co-Chair shares leadership with the Chair and is given priority to serve as the next Chair

SATA allows the Vanguard Committee to appoint an intern to every Committee including the Board of Directors.  The intern is a junior faculty member who is given an opportunity to learn leadership skills in this protected position.  The interns are chosen for their motivation and commitment.

An executive liaison (Council member) is assigned to each Committee to assist the leadership and facilitate communication with the Executive Council.

The activities of each committee must be fully described in the bi-annual report to the Secretary of the Executive Council.  The Board of Directors reserves the right to consolidate or discharge any redundant or overlapping projects after consultation with the involved committee Chairs.   

Section 11.  Duties of Committee Leadership

The Committee/Working Group leadership is encouraged to have regular video/conference meetings with their members; 

The Chair communicates with the SATA Executive Council through their executive liaison.

Executive liaisons should be invited to each committee meeting

The Chair is responsible for submission of two annual written reports that are outlined in a template; and submitted to the Executive Secretary.  The reports may be used for announcements to the membership.  The bi-annual report is presented by the Secretary to the Board of Directors.  Failure to carry out the duties of Chair can result in removal of the Chair from the Committee/Task Force/Working Group following a vote by the Executive Council.

ARTICLE VII

INTERACTION WITH ORGANIZATIONS OR INDIVIDUALS OUTSIDE THE SATA MEMBERSHIP 

Section 1. Conduct of SATA members:  The SATA Executive Council represents their membership in all matters of governance.  The Executive Council will therefore direct all contractual and informal agreements.   Agreements negotiated between individuals members of SATA and external organizations, or individuals are considered null and void by SATA. 

Section 2.  Governance of interaction:  SATA encourages professional interaction with organizations or individuals that share similar interests with our membership.   The intent and products of this interaction should have a clearly defined benefit to the SATA membership and align with the mission and purposes of SATA.  To fulfill this purpose, all interactions or contracts with organizations or individuals external to SATA must be in accordance with rules that govern SATA.  The Executive Council will act on behalf of the SATA membership to make the best decisions possible if there are no Bylaws that govern a specific situation.  The Executive Council will decide if new Bylaws are needed to ensure consistent governance for the specific type of interaction.  Otherwise, the Executive Council will apply existing Bylaws as written.  The Executive Council may ask for revisions or amendments if the existing Bylaws cannot fully serve the best interests of SATA.   

Section 3.  Intellectual Property:  SATA has shared ownership of all intellectual property developed in SATA working assemblies (committees, work groups, task forces or any other group of members who are acting on behalf of SATA).  Individuals must therefore obtain permission from the SATA Executive Council to share these materials with organizations or individuals outside the SATA membership.   

Section 4.  Liaisons to outside organization:  A “liaison” may be appointed to act as an agent of the Executive Council when interacting with organizations or individuals that are not part of the SATA membership.  The liaison’s role is to facilitate regular communication.  The liaison is not entitled to apply Bylaws or otherwise make decisions for the SATA membership.  All decisions that could possibly affect the SATA membership will be made by the Executive Council after consultation with the appointed liaison.  The Executive Council retains veto power for all presented requests.  

ARTICLE VIII

MEETINGS AND ELECTIONS

Section 1.  Meetings 

There shall be at least one business meeting per year open to the entire membership at a place chosen by the Executive Council. In the event a physical meeting cannot be held, the meeting may be held by an alternative method, as approved by the Executive Council. Members shall be notified of the date, time, place, and, if necessary, alternative method of the business meeting at least 30 days prior to the meeting. SATA will try to arrange at least one educational meeting per year at a place and time chosen by the Executive Council. At the discretion of the Executive Council, a business meeting may be scheduled to occur during the educational meeting. If such a meeting is scheduled, members shall be notified of the date, time, and place of the meeting at least 30 days prior to the meeting. Special meetings may be called by the Executive Council.

Section 2. Elections

The Society aims for a transparent and consistent process that incorporates the values of the society for the nomination and election of all executive members.  The bylaws include language to support an executive council that is diverse, equitable in representation and is as inclusive of the membership as possible.  Characteristics to consider will be those that are commonly recognized as “protected” under Title VII of the Civil Liberties Act of 1964, including (https://www.eeoc.gov/statutes/title-vii-civil-rights-act-1964).  In addition, the selection process will carefully consider the type of organ transplant, adult v. pediatric practice and the geographic site of practice.  The Executive Council must balance all characteristics that represent equity and diversity with the needs of the society.  To ensure transparency, any member of the society may request an explanation of how the SATA Council decided upon the final candidates.  This type of inquiry will be viewed as part of the continuous quality improvement process that will facilitate dialogue between the SATA Executive Council and the membership and provide input for improvement.   The executive council will make public their nomination and election process to the membership for each election to ensure the process is transparent while allowing for improvements that serve the membership.  

Section 3. Election Nomination

Any member qualified to vote in an election may nominate any member including themselves. Once this process has been completed, the nomination period will be closed. 

Qualified members shall submit the name of the candidates and the positions for which the candidates are being nominated to the Executive Director/Association Manager of the Society in electronic, printed, or written form. The Chair of the Nominating Committee (President-elect or designee) will confirm that the nominees are qualified for the positions for which they have been nominated and that the members are willing to serve in those positions. Nominees who are qualified and willing to serve will be added to the list of candidates. The period for open nominations will 30 days after the first call for nominees.  The Chair of the Nominating Committee will submit names of the final candidates to the Executive Council for approval.

Section 4. Election Candidates

Candidates chosen by the Nominating Committee will be given the opportunity to submit position statements in support of their candidacy. The positions statements will be disseminated to the membership in electronic or printed format by August 1 April 30th. .

Section 5. Quorum and Voting  

Each voting member in good standing shall be entitled to vote for each position that is open. Elections will be conducted by electronic transmission (e-voting) using a method approved by the Executive Council. The election period will open for 30 days following the final distribution of the candidates written materials to the membership. Within 7 days after the election period has closed, the Executive Secretary will certify the results of the election and submit the results in electronic or written format to the Executive Council. 

When there are more than two candidates for a single position (e.g., Councilor at Large) Ranked Choice Voting will be used to identify the candidate with the most votes.   Voters submit their order of preference for all candidates.  A candidate with more than 50% first choice votes wins the election.  If no nominee has more than 50% of first choice votes a runoff is performed where the candidate with the least first choice votes is eliminated.  The second choice votes for the eliminated candidate(s) are redistributed to a first choice position.  This continues until a winner emerges. 

ARTICLE IX

SOCIETY FOR THE ADVANCEMENT OF TRANSPLANT ANESTHESIA (SATA) ENDORSEMENT 

 Section 1.  Definition of SATA Endorsement: 

Written or verbal materials that name SATA as a contributor are considered endorsements.  The Executive Council grants use of the name “SATA” following a peer review process to ensure all materials available for viewing outside the SATA membership align with the mission and purposes of SATA.  The decision to uphold or change guidelines, recommendations or positions can be brought to the Board of Directors by any member of the public or of SATA.  The materials will be reviewed by the Board of Directors and may be referred to a working assembly of SATA for further input.  Any changes to previously endorsed materials will be made known to the membership and, if necessary, to the public through SATA media resources or publication.

Section 2.  How to request SATA endorsement:

All investigators, society members and members of the public or academic community are invited to submit a project requesting use of the name SATA in any type of materials that is dispersed beyond the SATA membership.  There is no time limitation for submission throughout the calendar year.  The proposal should be submitted directly to the Secretary of the Executive Council

The authors of the proposal must provide the Executive Council Secretary with a plan that includes a synopsis of the project and the authors.

All proposals will be reviewed by the Board of Directors and a vote will be conducted using bylaw rules to approve or dismiss the proposal.

All applicants will receive a letter from the Secretary of the Executive Council providing the approval or denial decision to use the name SATA as an endorsement and a brief explanation.

All proposals may be shared with SATA working assemblies that can add important information about the project. 

The authors are asked to submit a “midterm” report to the Secretary of the Executive Council and may be invited to address the monthly Board of Directors meeting

The final materials will be reviewed by the Board of Directors and the Executive Council will undertake a vote for approval of SATA endorsement

The authors can request that the materials are submitted to the home journal Clinical Transplantation.  However, publication of SATA endorsed materials in Clinical Transplantation are at the discretion of the journal editors and not the SATA Executive Council. 

Section 3.   How Committees and Ad Hoc Working Assemblies can request SATA endorsement: 

 The use of the name Society for the Advancement of Transplant Anesthesia (SATA) is highly encouraged in all Committee, Working Group, Task Force or other working assembly publications; written, electronic or verbal.  The decision to identify the work as a product of SATA is at the discretion of the working assembly Chair.  The Chair will discuss use of the SATA name with the executive liaison who will relay this information to the Executive Council.  The SATA Council expects the materials to be of high enough quality to reflect the Society’s good name.  This includes, but is not limited to, use of the SATA name in the title, the authorship, the affiliation, the method section, or the acknowledgment.  The authors of these scholarship products are encouraged to contact the SATA Associate Editors of Clinical Transplantation to discuss possible publication in the home journal.    

ARTICLE X

FUNDS AND EXPENDITURES

Funds for the Society may be derived from dues, special assessments, voluntary contributions, fees or income from publications. The Society will not accept any funds or make any expenditures that will jeopardize the stability organization’s 501 (c) (3) tax exempt status. Expenditures shall be made only within the limits of funds available. The fiscal year of the Society shall end on the last day of December.

ARTICLE XI

INDEMNIFICATION AND DISSOLUTION

Section 1, Indemnification: The Society (SATA) may not indemnify any At-large Councilor or Officer or any former At-large Councilor or Officer and may not by resolution of the Executive Council indemnify any employee, against any expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being an At-large Councilor, Officer, or Employee.  

Section 2.  Termination or dissolution: In the event of termination, liquidation or dissolution of this Society, the remaining assets of the corporation, after paying or adequately providing for the debts and obligations of this corporation, shall be distributed to an incorporated organ transplantation society to be determined by the President. Notwithstanding the above, the remaining assets shall be distributed only for one or more exempt purposes within the meaning of IRC Section 501 (c) (3) or corresponding section of any future Federal Tax code. Any assessment so distributed by the Executive Council shall be disposed of by the appropriate court of the country in which the principal office of the corporation is then located, exclusively for exempt purposes.