Bylaws

(as amended on January 27, 2014)

ARTICLE I:  Name and Objectives

Section 1.  Name.  The name of this organization shall be The Society of Thoracic Surgeons.

Section 2.  Objectives.  The objectives of the Society shall be:

(a)   to improve the quality and practice of thoracic surgery as a specialty;

(b)   to promote the professional and educational development of those surgeons specializing in the field of thoracic  surgery and to encourage, represent, and sponsor those surgeons who have entered this field;

(c)   to provide a forum and publication for scientific presentations and discussions;

(d)   to promote and support basic standards in the education programs of thoracic surgery; and

(e)   to encourage basic and clinical research in the field of thoracic  surgery.

ARTICLE II:  Registered Office and Registered Agent

The Society shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office shall be identical to such registered office, and may have such other offices within or outside the State of Illinois as the Board of Directors may from time to time determine.

ARTICLE III:  Members

Section 1.  Types of Membership.  There shall be seven types of membership: Active, Senior, Honorary, International, Candidate, Pre-Candidate and Associate, provided that all surgeons granted membership prior to July 1, 1965, also shall be considered Founder Members. There shall be no numerical limit on any type of membership.

Section 2.  Active Members.

(a)   Qualifications

(i)  The Active Membership of the Society shall consist of surgeons certified in the United States and Canada in the field of thoracic surgery. 

(ii)  An applicant for Active Membership must be certified in thoracic surgery by the American Board of Thoracic Surgery, the American Osteopathic Board of Surgery in Thoracic and Cardiovascular Surgery, or the Royal College of Surgeons of Canada or its equivalency.

(iii)  An applicant for Active Membership shall (a) have a full and unrestricted license to practice medicine in his or her respective geographic area, and (b) have no action pending which could adversely affect the applicant’s qualification for staff privileges at any hospital.

(iv) An applicant for Active Membership must possess ethical and moral fitness, as well as professional proficiency, as determined, in part, on the basis of reports from members consulted as references, reports from other references and other information.

(b)   Application and Election.

(i)  Application Form.  The application form for Active Membership shall be furnished by the Society upon request by the applicant.  The applicant will also be furnished with a citation from the Bylaws setting forth the eligibility requirements for election to Active Membership.

(ii) Initial Review.  Once completed, each application for Active Membership in the Society shall be reviewed by the Membership Committee in light of the qualifications set forth herein. 

(iii) Notice of Applicants.  At least one month prior to the date of the Annual Meeting of the members, the Secretary shall furnish to each Active, International, and Senior Member a list of the applicants for Active Membership whose applications have been reviewed and conditionally approved by the Membership Committee. Active, International, and Senior Members shall submit in writing to the Membership Committee any comments, concerns or questions they may have about any such applicant.  All comments, concerns and questions received at least fourteen (14) days prior to the date of the Annual Meeting of the members shall be considered by the Membership Committee.

(iv)  Approval of Applications.  Those applications recommended by the Membership Committee after all comments, concerns and questions have been received from Active, International, and Senior Members pursuant to subsection (iii) above, shall be forwarded to the Board of Directors for its approval; those applications then approved by the Board of Directors shall be submitted to a vote of the Active, International, and Senior Members present at the Annual Meeting of the members.  Acceptance of an applicant into Active Membership shall require the favorable vote of a majority of the Active, International, and Senior Members present and voting.

(v) Unapproved Applications.  Any application for Active Membership not recommended by the Membership Committee, not approved by the Board of Directors, or failing to obtain a favorable vote of the Active, International, and Senior Members present and voting at the Annual Meeting of the members, if based upon the competence or professional conduct of the applicant, which conduct affects or could affect adversely the health or welfare of a patient or patients, or if based upon ethical or moral considerations, shall be forwarded to the Committee on Standards and Ethics.  Such application shall be treated by that Committee in the same manner as a disciplinary matter, and shall be subject to the procedures established pursuant to Article XI of these Bylaws.   

(vi) Notice of Election to Active Membership.  Every newly elected Active Member shall be furnished by the Secretary with an official notice of his or her election and a certificate of membership bearing the Seal of the Society and reflecting the signatures of the President, the Secretary, and the Chair of the Membership Committee.

(c)   Rights and Duties.  Active Members shall have the right to vote on all matters brought before the membership and shall be eligible for election to office and to the Board of Directors.  It shall be the duty of each Active Member to attend regularly the meetings of the Society, to uphold the ideals and objectives of the Society, and to pay the fees, dues and assessments of the Society.

Section 3.  Senior Members.

(a)   Qualifications.  Any Active or International Member, upon the first day of January after reaching the age of sixty-seven years, shall automatically become a Senior Member.  In addition, any Active or International Member sixty-one years of age or older, upon the submission of a declaration of retirement from employment in the field of medicine to the Secretary for recommendation to the Board of Directors, and with Board of Directors approval, shall become a Senior Member effective the first day of January after such Board approval.  Notice of such transfer to Senior Membership shall be furnished to the member by the Secretary.

(b)   Rights and Duties.  Senior Members shall possess all the rights, duties, privileges and obligations of Active Members; however, no Senior Member shall be eligible for election to office or to the Board of Directors unless his or her nomination is approved by the Board of Directors. Senior Members shall not be subject to dues or assessments.

Section 4. Honorary Members.

(a)   Qualifications.  Honorary Membership shall be reserved for such distinguished persons who have achieved prominence in the field of thoracic surgery and who have contributed to its advancement.  Upon recommendation of the Board of Directors, Honorary Members shall be elected by a majority vote of the membership at its Annual Meeting.

(b)   Notice of Election to Honorary Membership.  Every newly elected Honorary Member shall be furnished by the Secretary with an official notice of his or her election and a certificate of membership bearing the Seal of the Society and reflecting the signatures of the President, the Secretary, and the Chair of the Membership Committee.

(c)   Rights and Duties.  Honorary Members shall not be eligible for election to office or to the Board of Directors, nor shall they be eligible for service on standing committees, Council Operating Boards, or workforces. Honorary Members also shall not have the privilege of voting.

(d)   Transfer to Active Membership.  Any Honorary Member who is a thoracic surgeon and who has not passed the age of sixty-seven years may apply for Active Membership in the Society and, upon acceptance, shall become subject to all of the rights, duties, privileges, and obligations of an Active Member.

Section 5. International Members.

(a)     Qualifications

(i) Surgeons who have achieved appropriate certification or recognition of their achievements in thoracic surgery in countries other than the United States or Canada, and who devote their professional efforts to the interests of the specialty, are eligible to apply for International Membership.  Appropriate documentation of professional achievements shall be provided to the Membership Committee. 

(ii) An applicant for International Membership shall

(a) have a full and unrestricted license to practice medicine in his or her respective geographic area, and

(b) have no action pending which could adversely affect the applicant’s qualification for staff privileges at any hospital.

(iii) An applicant for International Membership must possess ethical and moral fitness, as well as professional proficiency, as determined, in part, on the basis of reports from members consulted as references, reports from other references and other information.

(b)   Application and Election.

(i)  Application Form.  The application form for International Membership shall be furnished by the Society upon request by the applicant.  The applicant will also be furnished with a citation from the Bylaws setting forth the eligibility requirements for election to International Membership.

(ii) Initial Review.  Once completed, each application for International Membership in the Society shall be reviewed by the Membership Committee in light of the qualifications set forth herein.

(iii) Notice of Applicants.  At least one month prior to the date of the Annual Meeting of the members, the Secretary shall furnish to each Active, International, and Senior Member a list of the applicants for International Membership whose applications have been reviewed and conditionally approved by the Membership Committee. Active, International, and Senior Members shall submit in writing to the Membership Committee any comments, concerns or questions they may have about any such applicant.  All comments, concerns and questions received at least fourteen (14) days prior to the date of the Annual Meeting of the members shall be considered by the Membership Committee.

(iv) Approval of Applications.  Those applications recommended by the Membership Committee after all comments, concerns and questions have been received from Active, International, and Senior Members pursuant to subsection (iii) above, shall be forwarded to the Board of Directors for its approval; those applications then approved by the Board of Directors shall be submitted to a vote of the Active, International, and Senior Members present at the Annual Meeting of the members.  Acceptance of an applicant into International Membership shall require the favorable vote of a majority of the Active, International, and Senior Members present and voting.

(v)  Unapproved Applications.  Any application for International Membership not recommended by the Membership Committee, not approved by the Board of Directors, or failing to obtain a favorable vote of the Active, International, and Senior Members present and voting at the Annual Meeting of the members, if based upon the competence or professional conduct of the applicant, which conduct affects or could affect adversely the health or welfare of a patient or patients, or if based upon ethical or moral considerations, shall be forwarded to the Committee on Standards and Ethics.  Such application shall be treated by that Committee in the same manner as a disciplinary matter, and shall be subject to the procedures established pursuant to Article XI of these Bylaws.

(vi)  Notice of Election to International Membership.  Every newly elected International Member shall be furnished by the Secretary with an official notice of his or her election and a certificate of membership bearing the Seal of the Society and reflecting the signatures of the President, the Secretary, and the Chair of the Membership Committee.

(c)   Rights and Duties.  International Members shall possess all of the rights, duties, and privileges of Active Members, including the privilege of voting, except that they shall not be eligible for election to office. International Members shall be subject to the fees, dues and assessments of the Society. 

Section 6.  Candidate Members.

(a)     Qualifications

(i)  An applicant for Candidate Membership shall be matched or enrolled in a thoracic surgery educational program accredited by the Residency Review Committee for Thoracic Surgery under the authority of the Accreditation Council for Graduate Medical Education, a program approved for thoracic surgery education by the American Osteopathic Board of Surgery, or a program approved for thoracic surgery education by the Royal College of Surgeons of Canada or its equivalency.  Individuals who have completed their education in one of the above programs and are in process of acquiring certification in thoracic surgery by the American Board of Thoracic Surgery, the American Osteopathic Board of Surgery in Thoracic and Cardiovascular Surgery, or the Royal College of Surgeons of Canada or its equivalency also are eligible to apply for Candidate Membership.  In addition, any individual outside the United States and Canada who is enrolled in an accredited or otherwise recognized thoracic surgery educational program, or who has completed his or her education and is in the process of acquiring certification in thoracic surgery or its equivalentmay apply for Candidate Membership.

(ii) An applicant for Candidate Membership must possess ethical and moral fitness.

(b)    Application and Admission.

(i)  Application Form.  The application form for Candidate Membership shall be furnished by the Society upon request by the applicant.  The applicant will also be furnished with a citation from the Bylaws setting forth the eligibility requirements for election to Candidate Membership.

(ii) Admission of Applicants.  Upon the Society’s receipt of a fully completed application for Candidate Membership, supported by all applicable fees and/or dues, all in accordance with the applicable standards and procedures adopted by the Society, the applicant will be admitted as a Candidate Member.

(c)   Rights and Duties.  Candidate Members shall possess all of the rights, duties, privileges and obligations of Active Members, except they shall not be eligible for election to office and shall not have the privilege of voting.  Candidate Members shall be subject to the fees and dues of the Society. With approval of the Executive Committee, they may serve as members of standing committees, Council Operating Boards and workforces.

(d)   Advancement to Active Membership.  After presenting an appropriate application and supporting materials, a Candidate Member, upon approval of the Membership Committee, Board of Directors, and membership, shall be advanced to Active Membership in the Society and shall become subject to all of the rights, duties, privileges and obligations of Active Membership.

(e)   Termination of Candidate Membership.  Candidate Members who have been certified in thoracic surgery by the American Board of Thoracic Surgery, the American Osteopathic Board of Surgery in Thoracic and Cardiovascular Surgery, or the Royal College of Surgeons of Canada or its equivalency may retain their Candidate Membership for a maximum of two years following certification.  Candidate Members enrolled in an appropriately accredited thoracic surgery educational program in the United States or Canada may remain Candidate Members for a maximum of five years following completion of education.  Candidate Members enrolled in an appropriately accredited or otherwise recognized thoracic surgery educational program outside the United States and Canada may remain Candidate Members for a maximum of five years, but may have their Candidate Membership extended annually thereafter upon submission of appropriate documentation regarding their ongoing thoracic surgery education. 

Section 7.  Pre-Candidate Members.

(a)  Qualifications

(i) An applicant for Pre-Candidate Membership shall be enrolled in an appropriately accredited or otherwise recognized medical school, or enrolled in a general surgery educational program accredited by the Accreditation Council for Graduate Medical Education, the American Osteopathic Board of Surgery, or the Royal College of Surgeons of Canada or its equivalency.  In addition, any individual outside the United States and Canada who is enrolled in an accredited or otherwise recognized medical school or general surgery educational program may apply for Pre-Candidate Membership.

(ii) An applicant for Pre-Candidate Membership must possess ethical and moral fitness.

(b)      Application and Admission.

(i) Application Form.  The application form for Pre-Candidate Membership shall be furnished by the Society upon request by the applicant.  The applicant will also be furnished with a citation from the Bylaws setting forth the eligibility requirements for election to Pre-Candidate Membership.

(ii) Admission of Applicants.  Upon the Society’s receipt of a fully completed application for Pre-Candidate Membership, supported by all applicable fees and/or dues, all in accordance with the applicable standards and procedures adopted by the Society, the applicant will be admitted as a Pre-Candidate Member.

(c)   Rights and Duties.  Pre-Candidate Members shall not be eligible for election to office or to the Board of Directors, and shall not have the privilege of voting.  Pre-Candidate Members shall be subject to the fees and dues of the Society.  With approval of the Executive Committee, they may serve as members of standing committees, Council Operating Boards and workforces.

(d)   Termination of Pre-Candidate Membership.  Pre-Candidate Members enrolled in an appropriately accredited or otherwise recognized medical school or general surgery educational program may remain Pre-Candidate Members for a maximum of two years following completion of said education. 

Section 8.  Associate Members.

(a)  Qualifications.

(i) With the exception of individuals eligible for Active Membership, International Membership, Candidate Membership or Pre-Candidate Membership, all individuals having an interest in the field of thoracic surgery (including but not limited to research scientists, physician assistants, perfusionists, nurses, nurse practitioners, practice administrators, data managers and other health care professionals shall be eligible for Associate Membership. 

(ii) An applicant for Associate Membership must possess ethical and moral fitness.

(b)      Application and Admission.

(i) Application Form.  The application form for Associate Membership shall be furnished by the Society upon request by the applicant.  The applicant will also be furnished with a citation from the Bylaws setting forth the eligibility requirements for election to Associate Membership.

(ii) Admission of Applicants.  Upon the Society’s receipt of a fully completed application for Associate Membership, supported by all applicable fees and/or dues, all in accordance with the applicable standards and procedures adopted by the Society, the applicant will be admitted as an Associate Member.

(c)   Rights and Duties. Associate Members shall not be eligible for election to office or to the Board of Directors, and shall not have the privilege of voting.  Associate Members shall be subject to the fees and dues of the Society.  With approval of the Executive Committee, they may serve as members of standing committees, Council Operating Boards and workforces.

Section 9.  Resignation.  Any member may resign from the Society at any time if (a) he or she has paid in full any dues, assessments or other financial obligations owing to the Society at that time, (b) he or she tenders a resignation request in writing to the Secretary, and (c) the resignation request is accepted by the Board of Directors.  Without limiting the generality of the foregoing, the Board of Directors may choose not to accept the resignation request of a member who is the subject of a pending investigation or proceeding pursuant to Article XI of these Bylaws.

Section 10.  Lapse of Membership.  The membership of any member shall lapse if he or she fails to pay any dues, assessments or other financial obligations within one year after payment is due.  No membership shall be considered to have lapsed without prior action of the Board of Directors. Ill health or other justifiable reason, when considered appropriate by the Board of Directors, may excuse a member from this requirement.  The Secretary shall notify the member of pending lapse of membership by registered or certified letter or by overnight courier directed to his or her address as shown in the records of the Society and containing this section of the Bylaws. 

Section 11.  Reinstatement.  Any member whose membership has lapsed may be reinstated upon payment of his or her arrears within six months following such lapse of membership.

Section 12.  Inactive Status.  Inactive status may be granted to any Active Member or International Member prior to eligibility for Senior Membership only for reason of incapacity by disability or retirement from employment in the field of medicine prior to attaining the age of sixty-one.  An Active Member or International Member who believes that he or she qualifies for inactive status must submit, in writing, a request for change in status to the Secretary for consideration and recommendation to the Board of Directors, which will have final authority for action.  If the reason for disability no longer exists, or if the inactive member is again employed in the field of medicine, the member, upon appropriate Board of Directors action, may be restored to Active or International Member status.  An Active or International Member who has been granted inactive status will not have the right to vote, nor be eligible for election to office or to the Board of Directors, for the duration of his or her inactive status.  An Active or International Member who has been granted inactive status may apply for Senior Membership upon reaching age sixty-one.

ARTICLE IV:  Meetings of Members

Section 1.  Annual Meeting.  An Annual Meeting of the members shall be held at such time and place as the Board of Directors may determine, for the purpose of electing directors and officers, and for the transaction of such other business as may come before the meeting.

Section 2.  Special Meetings.  Special meetings of the members may be called by the President, by the Board of Directors, or by not less than ten percent (10%) of the members having voting rights; provided, however, that any special meeting of the members called to act on an amendment to these Bylaws must be approved by the Board of Directors.

Section 3.  Place of Meetings.   The Board of Directors may designate any place, either within or outside the State of Illinois, as the place for any Annual Meeting or for any special meeting called by the Board of Directors.  If no designation is made, or if a special meeting be other­wise called, the place of the meeting shall be the registered office of the Society in the State of Illinois.

Section 4.  Notice of Meetings.  Unless otherwise required by the Illinois General Not-For-Profit Corporation Act of 1986, as amended, written notice stating the place, day and hour of any meeting of members shall be provided to each member entitled to vote at such meeting, not less than five nor more than sixty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the persons calling the meeting.  In the case of a special meeting, or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the records of the Society, with postage thereon prepaid.  If given by facsimile transmission, such notice shall be deemed to be provided upon confirmation of the receipt of the transmission. 

Section 5.  Informal Action by Members.  Any action required to be taken at a meeting of the members of the Society, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (a) by all of the members entitled to vote with respect to the subject matter thereof, or (b) by the members having not less than the minimum number of votes that would be necessary to authorize or to take action at a meeting at which all members entitled to vote thereon are present and voting.  Electronic signatures shall be acceptable.

Section 6.  Quorum and Manner of Acting.  At least one hundred (100) of the members entitled to vote shall constitute a quorum at any meeting of Society members.  If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.  If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on a matter shall be the act of the members, unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws.

ARTICLE V:  Board of Directors

Section 1.  General Powers.  The affairs of the Society shall be managed by its Board of Directors.  Without limiting the generality of the foregoing, the Board shall be responsible for formulating policy and maintaining the financial integrity of the Society.

Section 2.  Composition.  The number of directors shall be within a range between seventeen (17) and twenty-two (22), provided that certain directors shall not have voting rights on the Board.  Specifically, the Board shall be composed of the President, the First Vice President, the Second Vice President, the Secretary (and, when appropriate, the Secretary-Elect), the Treasurer (and, when appropriate, the Treasurer-Elect), the Immediate Past President, six (6) Directors-at-Large, two International Directors, a Canadian Director, a Resident Director, a Public Director, the Editor (and, when appropriate, the Editor-Elect) and the Historian.  The Editor, the Editor-Elect (if any) and the Historian shall be non-voting directors.  Directors need not be residents of Illinois.

Section 3.  Nomination, Election, Term and Duties of Directors-At-Large.  A total of six (6) Directors-at-Large shall be elected for staggered terms of three (3) years each, i.e., two (2) Directors-at-Large shall be elected on an annual basis.  Candidates for these positions will be placed in nomination by the Nominating Committee, and nominations for any of these positions may be made from the floor.  An affirmative vote by the majority of the members present shall be required for election.  Directors-at-Large shall hold office from the adjournment of the Annual Meeting at which they are elected until the adjournment of the Annual Meeting at which their successors are elected, provided that Directors-at-Large shall be eligible to serve a maximum of two consecutive terms.  The Directors-at-Large shall preferably serve sequential one (1) year terms of service on each of the three Council Operating Boards.  However, at the discretion of the Executive Committee, a Director-at-Large may not be required to follow the prescribed rotation.  Each Director-at-Large shall be an ex-officio, non-voting member of all workforces within his or her assigned Council.

Section 4.  International Directors.  Two International Directors shall be elected, each for a three-year term from among the Society’s International Members.  Each candidate for these positions will be placed in nomination by the Nominating Committee, and nominations for these positions may be made from the floor.  An affirmative vote by the majority of the members present shall be required for election.  Each International Director shall hold office from the adjournment of the Annual Meeting at which he or she is elected until the adjournment of the Annual Meeting at which his or her successor is elected, provided that each International Director shall be eligible to serve a maximum of two (2) consecutive terms.

Section 5.  Canadian Director.  A Canadian Director shall be elected for a three-year term from among the Society’s Active Members who reside and work in Canada.  A candidate for this position will be placed in nomination by the Nominating Committee, and nominations for this position may be made from the floor.  An affirmative vote by the majority of the members present shall be required for election.  A Canadian Director shall hold office from the adjournment of the Annual Meeting at which he or she is elected until the adjournment of the Annual Meeting at which his or her successor is elected, provided that a Canadian Director shall be eligible to serve a maximum of two (2) consecutive terms and, provided further, that a Canadian Director’s failure to continue residing or working in Canada will render him or her ineligible for re-election.

Section 6.  Resident Director.  A Resident Director shall be elected for a two-year term from among the Society’s Candidate Members.  A candidate for this position will be placed in nomination by the Nominating Committee, and nominations for this position may be made from the floor.  An affirmative vote by the majority of the members present shall be required for election.  A Resident Director shall hold office from the adjournment of the Annual Meeting at which he or she is elected until the adjournment of the Annual Meeting at which his or her successor is elected, provided that a Resident Director shall not be eligible for re-election.

Section 7. Public Director. A Public Director shall be elected for a three-year term. A candidate for this position will be placed in nomination by the Nominating Committee, based upon such criteria that the Board of Directors may adopt from time to time, and nominations for this position may be made from the floor. An affirmative vote by the majority of the members present shall be required for election. A Public Director shall hold office from the adjournment of the Annual Meeting at which he or she is elected until the adjournment of the Annual Meeting at which his or her succesor is elected, provided that a Public Director shall be eligible to serve a maximum of two (2) consecutive terms.

Section 8. Regular Meetings.  A regular annual meeting of the Board of Directors shall be held in conjunction with the Annual Meeting of the members.  The Board of Directors may provide by resolution the time and place, either within or outside the State of Illinois, for the holding of additional regular meetings of the Board.

Section 9.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any five Directors.  The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the State of Illinois, as the place for holding any special meeting of the Board called by them.

Section 10.  Notice.  Written notice of any special meeting of the Board of Directors shall be provided at least one day before the date of such meeting.  If notice be given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited with postage prepaid in the United States mail.  If notice be given by facsimile transmission, such notice shall be deemed to be provided upon confirmation of the receipt of the transmission. 

Section 11.  Quorum.  One-half (1/2) of the voting directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than one-half (1/2) of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.  Notwithstanding the foregoing, if any voting members of the Board of Directors recuse themselves or otherwise are disqualified from acting on a matter solely for reasons of conflicts of interest, then the number of voting directors will be reduced accordingly for purposes of calculating a quorum, and the act of a majority of the remaining voting directors shall be the act of the Board of Directors; provided, however, that the number of voting directors qualified to act on behalf of the Board of Directors may not be reduced to less than one-third of the entire Board of Directors and, provided further, that if the number of remaining voting directors is less than a majority of the entire Board of Directors, then the act of such remaining voting directors must be unanimous.

Section 12.  Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws.

Section 13.  Informal Action by Directors.  Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.  Electronic signatures shall be acceptable.

Section 14.  Vacancies.  Except for the position of Immediate Past President, any vacancy occurring in the Board of Directors, or any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors or as otherwise set forth in Article VI, Section 4 of these Bylaws.  A director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.  The designation of an individual to fill a vacancy pursuant to this provision shall not serve to disqualify him or her from election to the Board for the subsequent term if he or she otherwise would have been eligible for election but for the designation.

Section 15.  Compensation.  In extraordinary circumstances, the Board of Directors may establish reasonable compensation for any elected officer, director, or other member of the Society in conjunction with his or her services rendered on behalf of the Society.

Section 16.  Attendance by Communications Equipment.  Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other.  Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

ARTICLE VI.  Officers, Editor, Historian and Immediate Past President

Section 1.  Designation and Qualification.  The officers of the Society shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer (the “elected officers”) and an appointed Executive Director.  The Society also shall have an Editor, an Historian and an Immediate Past President.

Section 2.  Terms of Office.  The terms of office of the President, the First Vice President and the Second Vice President shall be one year; they shall not be eligible for re-election.  The Secretary and Treasurer also shall serve for one-year terms; they shall be eligible for re-election, but they shall serve no more than five consecutive terms.  The term of office of the Editor and the Historian shall be five years; the Editor and the Historian shall serve no more than two consecutive terms.  The term of office of the Immediate Past President shall be one year.

Section 3.  Nomination and Election.  The elected officers, as well as the Editor and the Historian, shall be elected at the Annual Meeting of the members.  Candidates for these positions will be placed in nomination by the Nominating Committee, and nominations for any of these positions may be made from the floor.  An affirmative vote by a majority of the members present shall be required for election.  Elected officers shall be elected annually and will hold office from the adjournment of the Annual Meeting at which they are elected until the adjournment of the next Annual Meeting when their successors are elected, with two exceptions:  (1) the successor to the Secretary will be elected at the Annual Meeting one year in advance of his or her assumption of duties to serve as an interim assistant to the outgoing Secretary (Secretary-Elect), and (2) the successor to the Treasurer will be elected at the Annual Meeting one year in advance of his or her assumption of duties to serve as an interim assistant to the outgoing Treasurer (Treasurer-Elect).  In addition, the successor to the Editor will be elected at the Annual Meeting one year in advance of his or her assumption of duties to work with the outgoing Editor in order to facilitate transition of leadership (Editor-Elect).

Section 4.  Vacancies.  In the event that the office of President becomes vacant, the First Vice President shall be and become the President for the unexpired portion of the term.  In the event that the office of First Vice President becomes vacant, the Second Vice President shall be and become the First Vice President for the unexpired portion of the term.  A vacancy in the office of Second Vice President, Secretary or Treasurer, or in the position of Editor or Historian shall be filled by the Board of Directors for the unexpired portion of the term.  A vacancy in the position of Immediate Past President shall not be filled for the unexpired portion of the term.  The designation of an individual to fill a vacancy pursuant to this provision shall not serve to disqualify him or her from election to the office for the subsequent term if he or she otherwise would have been eligible for election to that office but for the designation.

Section 5.  President.  The President shall be the Chief Executive Officer of the Society, and shall preside at the Annual Meeting of the members and at meetings of the Board of Directors and the Executive Committee.  The President shall act as Executive Committee liaison to the Council on Education and Member Services, and shall be an ex-officio member of its Operating Board and an ex-officio, non-voting member of all of its workforces.  The President, upon approval of the Executive Committee, may appoint such ad hoc task forces as he or she deems appropriate, provided that such task forces shall act in an advisory capacity only, and may not exercise the powers of the President or the Board of Directors.

Section 6.  First Vice President.  The First Vice President shall assist the President as requested, and in the event the latter is absent or incapable of acting, the First Vice President shall assume the duties of the President.  The First Vice President shall serve as Executive Committee liaison to the Council on Health Policy and Relationships, and shall be an ex-officio member of its Operating Board and an ex-officio, non-voting member of all of its workforces.  Except as otherwise provided herein, the First Vice President shall recommend to the Executive Committee for appointment members of the standing committees, Council Operating Boards and workforces of the Society, as well as the Chairs thereof.  Upon nomination and election by the membership, the First Vice President shall become President.

Section 7.  Second Vice President.  The Second Vice President shall assist the President and the First Vice President as requested, and in the event the latter is absent or incapable of acting, the Second Vice President shall assume the duties of the First Vice President.  The Second Vice President shall serve as Executive Committee liaison to the Council on Quality, Research and Patient Safety, and shall be an ex-officio member of its Operating Board and an ex-officio, non-voting member of all of its workforces.  Upon nomination and election by the membership, the Second Vice President shall become First Vice President.

Section 8.  Secretary.  Under direction of the Board of Directors, the Secretary shall facilitate the workings of the various standing committees, Council Operating Boards and workforces of the Society.  The Secretary shall ensure that minutes are recorded of Board of Directors meetings, annual or special meetings of the members, and all committee and workforce meetings that require records.  The Secretary shall be an ex-officio, non-voting member of all standing committees and workforces except as otherwise provided in these Bylaws or by appointment.  The Secretary shall supervise the maintenance of current files and records of the Society, and shall regularly review the Bylaws of the Society in order to help ensure that they remain current and otherwise appropriate.  The Secretary shall perform such other duties as are incident to such office or as may be assigned to him or her from time to time by the Board of Directors.  The Secretary, with the approval of the Board of Directors, may delegate to the Executive Director such duties as he or she deems appropriate.

Section 9.  Treasurer.  Under direction of the Board of Directors, the Treasurer shall supervise the financial affairs of the Society.  The Treasurer shall approve payment of all bills and shall countersign all checks exceeding an amount to be determined by the Board of Directors.  Checks shall be countersigned by the President or the Secretary in the absence of the Treasurer.  Financial records and bank accounts shall be maintained under the direction of the Executive Director, who shall provide related information and documentation for audit by an independent certified public accountant.  Also the Executive Director will provide the Treasurer with an annual report for presentation to the membership at the Annual Meeting of the members.  The Treasurer shall be an ex-officio, non-voting member of all standing committees and workforces except as otherwise provided in these Bylaws or by appointment.

In the event the Treasurer shall be unable to carry out the functions of his or her office, either the President or the Secretary may assume these duties until the duly elected Treasurer is able to resume his or her duties of office or the Board of Directors acts to fill the unexpired term.

Section 10.  Editor.  The Editor shall be responsible, subject to direction of the Board of Directors, for all of the activities associated with selection of manuscripts and the editing and publishing of The Annals of Thoracic Surgery.  The Editor shall be the Chair of the Editorial Board, as well as an ex-officio member of the Council on Education and Member Services Operating Board and an ex-officio, non-voting member of all of its workforces.

Section 11.  Historian.  The Historian shall maintain a file on documentation of data relating to “Significant Events in the History of The Society of Thoracic Surgeons.”  The Historian shall procure photographs, two autographed reprints of presidential addresses and curricula vitae of all past Presidents.  In addition, the Historian shall supervise photographing of directors, officers, and members at various functions of the Society. Data relating to number in attendance at scientific sessions of each meeting shall be maintained in the historical files.  The Historian shall also maintain a file on recipients of the Distinguished Service Award, the Scientific Achievement Award and other Society awards.  The Historian shall collect and retain in the files other information considered suitable from a historical standpoint.

Section 12.  Immediate Past President.  The Immediate Past President shall serve as Executive Committee liaison to the Committee on Standards and Ethics for a one-year term.

ARTICLE VII:  Executive Director

The Board of Directors shall appoint a Chief Administrative Officer hereinafter designated the Executive Director.  The Executive Director shall be responsible for the operational management of the affairs of the Society under the direction of the elected officers and Board of Directors.  The Executive Director shall be bonded in an amount sufficient to safeguard the financial assets of the Society.

ARTICLE VIII: Committees

Section 1. Standing Committees: The standing committees of the Society shall be:

(a)   Executive Committee

(b)   Finance Committee

(c)   Nominating Committee

(d)   Membership Committee

(e)   Standards and Ethics Committee

and such other standing committees as the Board of Directors, by a two-thirds (2/3) vote, may establish.

Section 2. Executive Committee.

(a)    Composition.  The Executive Committee shall consist of the President, who will serve as Chair, the First Vice President, the Second Vice President, the Secretary, the Treasurer, the Immediate Past President, and, when appropriate, the Secretary-Elect and the Treasurer-Elect. 

(b)    Authority.  During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management and direction of the affairs of the Society, except with respect to authority prohibited, prescribed or limited by resolution of the Board of Directors or by the Illinois General Not-For-Profit Corporation Act.

(c)    Meetings.  The Executive Committee shall meet at such time, date and place as may be called by the President, or by any three (3) members of the Executive Committee.  Written notice of the meetings shall be provided at the direction of the person or persons calling the meeting at least one (1) day prior to the day of the meeting in the same manner as provided for providing notices of Board meetings pursuant to these Bylaws.  A majority of the members of the Executive Committee shall constitute a quorum for meetings and, unless otherwise provided under these Bylaws or by law, the act of a majority of the members of the Executive Committee shall constitute the act of the Executive Committee. 

Section 3.  Finance Committee.  The Finance Committee shall work with the Executive Director in the development of the Society’s annual budget, and shall oversee the performance of the Society in light of that budget throughout the fiscal year.  The Finance Committee also shall review the independent auditor’s report, oversee the Society’s investment and other financial matters, and generally provide guidance to the Board of Directors related to the fiscal well-being of the Society.  A past elected officer of the Society appointed by the Executive Committee shall serve as Chair of the Committee for a single term of three (3) years, and the five other members of the Committee shall be the First Vice President, the Secretary, the Treasurer, and two members of the Society appointed by the Executive Committee, upon recommendation from the First Vice President as provided at Article VIII, Section 7 hereof; provided, however, that the Treasurer-Elect, when in office, also shall be a member of the Finance Committee.

Section 4. Nominating CommitteeThe Nominating Committee shall consist of the last five consecutive living past Presidents, of whom the most senior shall serve as Chair, along with the current President, who shall serve in an ex-officio, non-voting capacity.  The committee shall prepare a slate of nominees for elected officers and the rest of the Board of Directors; provided, however, that no Honorary, International, Candidate or Pre-Candidate  Member shall be nominated for election to office; that no Honorary or Pre-Candidate Member shall be nominated for election to the Board of Directors; and that no Senior Member shall be nominated for election to office or to the Board of Directors unless his or her nomination is approved by the Board of Directors.

Section 5.  Membership Committee.  The Membership Committee shall consider all applications for membership and report its recommendations to the Board of Directors.  The Membership Committee also shall oversee the recruitment of new members.

Section 6.  Standards and Ethics Committee.  The Standards and Ethics Committee shall represent the Society, under the direction of the Board of Directors, in matters relating to standards of conduct in the specialty and in matters pertaining to medical ethics and discipline which involve members of the Society.

Section 7.  Committee Members and Chairs.  Except as otherwise provided in these Bylaws or in the resolution establishing a committee, (a) members of each committee need not be directors of the Society; (b) the Executive Committee, upon recommendation from the First Vice President, shall appoint the members and Chairs thereof for service during the succeeding term, which shall begin at the end of the Annual Meeting of the members following such appointment; and (c) each committee member and Chair shall serve for a term of three (3) years, with a maximum of two consecutive three-year terms in each capacity; provided, however, that in extraordinary circumstances, the term of any committee member or Chair may be extended by the Executive Committee, upon recommendation from the First Vice President.  Any committee member or Chair may be removed by the Executive Committee whenever in its judgment the best interests of the Society shall be served by such removal.  Subject to the foregoing, each member and Chair of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member or Chair shall cease to qualify as a member thereof.

Section 8.  Vacancies.  Vacancies in the membership of any committee may be filled by the President, upon approval of the Executive Committee.

Section 9.  Quorum.  Unless otherwise provided in these Bylaws or the resolution of the Board of Directors designating a committee, a majority of the committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Notwithstanding the foregoing, if any members of the committee recuse themselves or otherwise are disqualified from acting on a matter solely for reasons of conflicts of interest, then the number of committee members will be reduced accordingly for purposes of calculating a quorum, and the act of a majority of the remaining members shall be the act of the committee; provided, however, that the number of members qualified to act on behalf of the committee may not be reduced to less than one-third of the entire committee and, provided further, that if the number of remaining members is less than a majority of the entire committee, then the act of such remaining members must be unanimous.

Section 10.  Rules.  Each committee may adopt rules for its own governance not inconsistent with the Illinois General Not For Profit Corporation Act of 1986, as amended, the Articles of Incorporation, these Bylaws or rules duly adopted by the Board of Directors.

ARTICLE IX:  Councils, Workforces and the STS Research Center

Section 1.  Councils.  In order to enhance the Board of Directors’ ability to manage the affairs of the Society, the operational activities of the Society conducted outside the auspices of the standing committees shall be divided among three Councils.  Each Council shall be governed by an Operating Board and a Chair, who shall be responsible for the day-to-day application of policies established by the Board of Directors, and will submit periodic written reports to the Board.  The standing Councils of the Society shall be:

(a)    Council on Education and Member Services

(b)    Council on Quality, Research and Patient Safety

(c)    Council on Health Policy and Relationships

provided that the Board of Directors may establish or discontinue any Council as set forth at Article IX, Section 10 of these Bylaws.

Section 2.  Workforces.  Each of the Councils shall include various workforces, each responsible for addressing Society activities within one or more specified areas of endeavor.  The various Society workforces, and their corresponding areas of responsibility, are set forth in Appendix 1 attached hereto and made a part hereof, as amended by the Board of Directors from time to time. 

Section 3.  Council Operating Boards.  Each Council shall be governed by an Operating Board, which shall be composed of the Council Chair, the Chair of each workforce included within the Council, two (2) Directors-at-Large appointed by the Executive Committee, an elected officer of the Society who shall serve as an Executive Committee liaison to the Council, and any other individuals appointed thereto by the Executive Committee, upon recommendation from the First Vice President.  Each Council Operating Board will be responsible to the Board of Directors.

Section 4.  Council Chairs.  The Council Chairs shall be appointed by the Executive Committee, upon recommendation from the First Vice President, for service during the succeeding two-year term, which shall begin at the end of the Annual Meeting of the members immediately following their appointment; provided, however, that in filling any vacancy that may arise, the Executive Committee may adjust the new Council Chair’s term so as to achieve staggering among the Council Chairs.  The Council Chairs shall be responsible to the Board of Directors; shall implement policy as authorized and updated by the Board of Directors; and shall be accountable to the Board of Directors in the establishment and management of their respective annual budgets.  They shall be responsible for oversight and direction of their respective Council Operating Boards and workforces, and will work with the workforce Chairs to maintain sound financial management of their respective Councils’ budgets.  The Council Chairs shall submit regular written reports to the Board of Directors to define the progress of their respective Councils and workforces, and shall be authorized to call and preside at meetings of their respective Operating Boards.  The Council Chairs shall not be members of the Board of Directors; they shall serve for a term of two (2) years, with a maximum of two consecutive two-year terms.

Section 5.  Workforce Members and Chairs.  Except as otherwise provided in these Bylaws or in the resolution establishing a workforce, (a) members of each workforce need not be directors of the Society; (b) the Executive Committee, upon recommendation from the First Vice President, shall appoint the members and Chairs thereof for service during the succeeding term, which shall begin at the end of the Annual Meeting of the members following such appointment; and (c) each workforce member and Chair shall serve for a term of three (3) years, with a maximum of two consecutive three-year terms in each capacity; provided, however, that the Executive Committee may make special arrangements with third party organizations for their representation on specified workforces under terms and conditions approved by the Executive Committee; and, provided further, that in extraordinary circumstances, the term of any workforce member or Chair may be extended by the Executive Committee, upon recommendation from the First Vice President.  Notwithstanding the foregoing, the members of the Workforce on the Annual Meeting shall serve for one one-year term, and one member thereof shall be appointed to serve as Chair.  Any workforce member or Chair may be removed by the Executive Committee whenever in its judgment the best interests of the Society shall be served by such removal.  Subject to the foregoing, each member and Chair of a workforce shall continue as such until his or her successor is appointed, unless the workforce shall be sooner terminated, or unless such member or Chair shall cease to qualify as a member thereof.

Section 6.  Vacancies.  Vacancies in the membership of any Council Operating Board or workforce may be filled by the President, upon approval of the Executive Committee.

Section 7.  Quorum.  Unless otherwise provided in these Bylaws or the resolution of the Board of Directors designating a Council or workforce, one-third (1/3) of the Council Operating Board or workforce shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Council Operating Board or workforce.

Section 8.  Rules.  Each Council Operating Board and each workforce may adopt rules for its own governance not inconsistent with the Illinois General Not For Profit Corporation Act of 1986, as amended, the Articles of Incorporation, these Bylaws or rules duly adopted by the Board of Directors.

Section 9.  Limitation on Powers.  No Council Operating Board or workforce, or Chair thereof, shall have any power to act for, represent, or bind the Society in any manner unless such act or action, proposal or recommendation shall have been reported and ratified or approved by the Board of Directors of the Society at any regular or special meeting thereof.

Section 10.  Establishment and Termination of Councils and Workforces.  The Board of Directors, by a two-thirds (2/3) vote, may establish or discontinue any Council (or, by a majority vote, may establish or discontinue any workforce) when such action is deemed to be in the best interests of the Society, and upon such terms as the Board may deem necessary and proper. 

Section 11.  STS Research Center.  The Society also shall maintain an STS Research Center and an associated workforce, which shall be organized and operated as set forth in Appendix 1 attached hereto and made a part hereof, as amended by the Board of Directors from time to time.

ARTICLE X:  Fiscal Year, Fees and Dues

Section 1.  Fiscal Year.  The fiscal year of the Society shall be determined by the Board of Directors.

Section 2.  Initiation Fees and Dues.  The initiation fees for newly elected Active and International Members and the annual dues for Active, International, Candidate, Pre-Candidate and Associate Members shall be determined by the Board of Directors with approval by the membership.

Section 3.  Assessments.  Active and International Members may be subject to assessment from time to time as determined by the Board of Directors.

Section 4.  Limited Exemptions.  Senior and Honorary Members, as well as Active and International Members who have been granted inactive status, shall be exempt from all dues and assessments; provided, however, that these individuals' subscriptions to The Annals of Thoracic Surgery will be optional; and, provided further, that the Board of Directors may assess appropriate administrative fees payable by Active and International Members who have been granted inactive status, as well as individuals who have been granted Senior Member status by reason of early retirement pursuant to these Bylaws.

ARTICLE XI: Conduct and Discipline

Section 1.  Conduct.   A member of the Society shall conduct his or her relationships with patients, fellow physicians, and the public at-large in a manner consistent with his or her legal obligations and the Bylaws and policies of the Society.

Section 2.  Discipline.  The Society may take disciplinary action against a member for conduct inconsistent with his or her legal obligations or the Bylaws or policies of the Society.  Such disciplinary action may include, without limitation, admonition, censure, probation, suspension or expulsion.

Section 3.  Disciplinary Procedure.

(a)   Review of Complaints/Disciplinary Action.  Any question or complaint concerning the conduct or discipline of a member shall be reviewed and acted upon by the Society in accordance with procedures established by the Board of Directors.

(b)   Member Cooperation.  Each member of the Society shall cooperate fully with the Society in its disciplinary processes.  Failure to so cooperate shall be considered conduct inconsistent with these Bylaws and the policies of the Society, and may subject a member to disciplinary sanctions as provided in this Article XI of these Bylaws and the related procedures established by the Board of Directors.

ARTICLE XII: Peer Review

Section 1.  Purpose.  In furtherance of the Society’s objectives of improving and strengthening the standards of practice of thoracic surgery, the Society, when appropriate, shall review and evaluate surgical personnel and their procedures, equipment, and systems when requested to do so by hospitals, medical societies, governmental agencies, or similar organizations or groups.

Section 2.  Member Cooperation.  Each member of the Society shall cooperate fully with the  Society in its peer review and evaluation activities.  Failure to so cooperate shall be considered conduct inconsistent with the purposes of the Society, and may, upon recommendation of the Committee on Standards and Ethics, subject a member to disciplinary sanctions by the Board of Directors as provided in Article XI of these Bylaws.

ARTICLE XIII:  Rules of Order

Any question of order not provided by these Bylaws shall be determined by parliamentary usage as contained in Robert’s Rules of Order (Newly Revised).

ARTICLE XIV:  Waiver of Notice

Whenever any notice whatsoever is required to be given under the provisions of the Illinois General Not For Profit Corporation Act of 1986, as amended, or under the provisions of the Articles of Incorporation or these Bylaws, 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.

ARTICLE XV:  Indemnification

The Society shall indemnify all officers and directors of the Society to the full extent permitted by the Illinois General Not For Profit Corporation Act of 1986, as amended, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as may be determined from time to time by the Board of Directors of the Society.

ARTICLE XVI: Amendments

The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the members in attendance having voting rights, at any regular or special meeting of the membership, provided that at least thirty (30) days written notice is given of the substance of the proposal to alter, and or repeal or to adopt new Bylaws at such meeting.


APPENDIX 1

Amended:  May 5, 2013 (by the STS Board of Directors)

A. Council on Education and Member Services 

1.  Workforce on Clinical Education
Areas of responsibility will include education and educational resources for practicing thoracic surgeons, including oversight of the Society’s Accreditation Council for Continuing Medical Education provider status.

2. Workforce on Practice Management

Areas of responsibility will include practice management issues, industry relations and medico-legal issues.

3. Workforce on Thoracic Surgery Resident Issues

Areas of responsibility will include generating interest in thoracic surgery among medical students and general surgery residents, developing resources for thoracic surgery residents, including educational programming, mentoring initiatives, and help with identifying employment opportunities.

4. Workforce on the Annual Meeting

Areas of responsibility will include the Annual Meeting program, the Tech-Con program, and other educational programs presented in conjunction with the Annual Meeting.

5. Workforce on Congenital Heart Surgery

Areas of responsibility will include the identification and assessment of issues that are of unique concern to congenital heart surgeons, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to congenital heart surgeons that are not within the scope of other STS Workforces’ responsibilities.

6. Workforce on General Thoracic Surgery

Areas of responsibility will include the identification and assessment of issues that are of unique concern to general thoracic surgeons, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to general thoracic surgeons that are not within the scope of other STS Workforces’ responsibilities.

7. Workforce on Surgical Treatment of End-stage Cardiopulmonary Disease

Areas of responsibility will include the identification and assessment of issues that are of unique concern to surgeons in the field of cardiac or pulmonary mechanical support, transplantation or other surgery for end-stage cardiopulmonary disease, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to those surgeons that are not within the scope of other STS Workforces’ responsibilities.

8. Workforce on New Technology*

Areas of responsibility will include the identification and assessment of new technologies introduced into the field of thoracic surgery, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues pertaining to new technology that are not within the scope of other STS Workforces’ responsibilities.

9. Workforce on Adult Cardiac and Vascular Surgery

Areas of responsibility will include the identification and assessment of issues that are of unique concern to adult cardiac surgeons, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to adult cardiac surgeons that are not within the scope of other STS Workforces’ responsibilities.

10. Workforce on Associate Membership

Areas of responsibility will include the identification and assessment of benefits for existing and potential STS Associate Members, the creation of task forces and other mechanisms for interaction among different populations of non-physician allied health care professionals who support and work directly with thoracic surgeons, and promoting the involvement of STS Associate Members in the governance and activities of the Society.

11. Workforce on Critical Care

Areas of responsibility will include the identification and assessment of issues that are of unique concern to cardiothoracic surgeons who perform critical care services, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to cardiothoracic surgeons who perform critical care services that are not within the scope of other STS Workforces’ responsibilities.

12. Workforce on Surgical Treatment of Adults with Congenital Heart Disease 

Areas of responsibility will include the identification and assessment of issues that are of unique concern to surgeons who treat adults with congenital heart disease, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to those surgeons that are not within the scope of other STS Workforces’ responsibilities.

B. Council on Quality, Research and Patient Safety

1. Workforce on Evidence Based Surgery

Areas of responsibility will include the development of patient management protocols and guidelines, and enhancement of the dissemination and implementation of STS practice guidelines.

2. Workforce on National Databases

Areas of responsibility will include the development and enhancement of the adult cardiac, general thoracic, and congenital heart surgery databases.

3. Workforce on Patient Safety

Areas of responsibility will include promoting safe practice in thoracic surgery by providing resources for thoracic surgeons to learn and exercise the principles of safe practice, error management and error prevention; facilitating a culture of safety within the specialty of thoracic surgery as a whole and the Society in particular; and providing patient-centered information.

4. Workforce on Research Development

Areas of responsibility will include general oversight of the STS Research Center, including those federally funded studies and other research grants made to the Society under its auspices; promotion of scientific areas of research suitable for the Society; education and guidance for new investigators, including ethical standards for research; and development, support and facilitation of clinical trials in thoracic surgery.  

C. Council on Health Policy and Relationships

1. Workforce on Health Policy, Reform and Advocacy*

Areas of responsibility will include developing responses to industry, other specialties and the government on issues that affect the practice of medicine/thoracic surgery, maintaining interaction with other organizations that will provide coalition support or information that will help the Society maintain its position of strength in the area of health policy, and related media interaction activities.

2. Workforce on Coding and Reimbursement*

Areas of responsibility will include CPT coding, RUC recommendations, and related membership education activities.

3. Workforce on International Relationships

Areas of responsibility will include acting as a clearing house for information on thoracic surgery activities, programs and work being done in other countries and disseminating that information to the appropriate Workforces and individuals in the Society.

4. Workforce on Media Relations and Communications

Areas of responsibility will include identifying and responding, as appropriate, to thoracic surgery matters of interest or importance to the media and the public; recommending strategies for STS relationships and interactions with those groups; identifying and preparing STS members for media interaction; and coordinating proactive efforts to position the specialty and its issues positively with the media and the public.

*Joint STS/AATS Activity

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