By-Laws

2023 Bylaws for the International Society for Women Vascular Surgeons

*Revised 10/30/2023

Article I – Name

The name of this organization shall be the "International Society for Women Vascular Surgeons" (ISWVS) (hereinafter the "Society").

Article II – Background, Mission, and Vision Statements

Background:

The International Society for Women Vascular Surgeons is an organization founded in 2023 by a group of women vascular surgeons who recognized the vital need for a Society centered around the fellowship, mentorship, professional development and leadership opportunities for those who identify as women as well as other gender minorities in our specialty.

Mission Statement:

To advance the representation and development of women vascular surgeons who are dedicated to the prevention and management of vascular disease throughout the United States and the world and to advance knowledge and research on vascular disease in women.

Vision Statement:

To build a future with equitable opportunities for women in vascular surgery that aligns with delivery of quality healthcare and research to diverse patient populations through education, research, advocacy, and pipeline development.

Article III - Non-profit status

As a corporation exempt from Federal income tax under Section 501 (C) (3), of the Internal Revenue Code of 1954 (or the correspondingprovision of any future United States Internal Revenue Law), or;

As a corporation, contributions are deductible under Section 170. Furthermore, no part of the net income of the Society or its property orassets shall at any time be used to the benefit of any individual member, or of any private individual, or be used to promote the candidacy of any person seeking political office.

Article IV – Membership

Active Membership of the Society shall be limited to physicians in good professional standing who have completed an ACGME-approved vascular surgical residency or fellowship, AOA fellowship or equivalent training, and are certified or eligible for certification by the Vascular Surgery Board of the American Board of Surgery, or the equivalents from their country. Active members shall make annual contributions.
- Eligibility: Active Membership may be granted to vascular surgeons whose practice is aligned with the Society's Code ofEthics as defined and clarified by the Board of Directors and in alignment with Mission and Vision of the Society. Active members must have also demonstrated knowledge and skill in the diagnosis and management of vascular disorders by attainment of one of the following criteria:
  - Certification or eligibility for board certification in vascular surgery from the United States or its equivalent in their country and be fully licensed to practice vascular surgery in their country. Those without such board certification may apply with letters or reference from 2 Active members. In addition, proof of a dedicated practice in vascular surgery is required which may include case logs, evidence of contributions to vascular surgery care or research, and/or participation in other vascular societies.
- Approval of Membership: All applications will be reviewed by the Membership Committee. If the application is approved by the Membership Committee, the name of the applicant for Active Membership shall be presented to the Executive Committee for final action. If the application is not approved by the Membership Committee or the Executive Committee the applicant will benotified as to the specific reason and provided an opportunity for remedy and/or appeal.
- Privileges of Active Membership: Active Members shall have such rights and obligations as may be approved by the Executive Committee of the Society, including voting, serving on committees, serving as chairs of committees, holding elected office, and submitting or sponsoring abstracts and articles for presentation.
Inactive Membership of the Society shall be granted to Members upon receipt of written request or by the recommendation of the Executive Committee. Active members who have not made annual contributions for over three or more consecutive yearswill be reviewed by the Executive Committee for Inactive membership status. Inactive members are not required to make annual contributions nor will they any of the privileges afforded to Active Members. Inactive members may reactivate their membership by requesting in writing and making a contribution that is three times the current year’s requested contribution.
Honorary Membership of the Society shall be granted to individuals at the discretion of the Executive Committee. HonoraryMembers may make contributions annually; however, it is not an expectation. Honorary Members are not eligible for election as Society officers, nor are voting members.
Candidate Membership shall be granted to physicians who are in good professional standing in an ACGME accreditedvascular or general surgery residency, vascular surgery fellowship or equivalent body of accreditation in their country of training. Candidate members may also be medical students in ACGME or AOA approved medical schools in the US or equivalent in other countries with an interest in vascular surgery who are noted to be in good standing by their medical school. Candidate members must provide a letter from their program director (residents and fellows) or documentation related to “good standing” (medical students) and a sponsorship letter from a current Active Member of the Society.
- Approval of Membership. All applications will be reviewed by the Membership Committee. If the application is approved by theMembership Committee, the name of the applicant for active membership shall be presented to the Executive Committee for final action. If the application is not approved by the Membership Committee or the Executive Committee the applicant will benotified as to the specific reason and provided an opportunity for remedy and/or appeal.
- Privileges of Candidate Membership. Candidate Members may serve on Committees but shall have no voting rights. Candidate Members can submit papers for the annual meeting when sponsored by an Active Member. There is no annual contribution required for Candidate Members.
- Pathway to Active Membership. Candidate Members may be promoted to Active Membership upon completion of theirvascular surgery residency or fellowship (or equivalent), receipt by the Society office of a copy of the vascular surgery training certificate (or equivalent) and endorsement from a Society member. At this time, the newly promoted Active Member will be bound by the requirements of Active Membership in the Society.
Associate Membership shall include non-vascular surgery trained physicians and surgeons (e.g., MD, DO, DPM, MBBS), scientists in vascular medicine or surgical research, advanced practice providers (APRN, PA), nurses, and technologists (e.g., RVT) with dedication to vascular surgery care and support for the Mission and Vision of the Society. These members shall submit annual contributions at a level suggested by the Executive Committee.
- - Approval of Membership. All applications will be reviewed by the Membership Committee. If the application is approved bythe Membership Committee, the name of the applicant for Associate Membership shall be presented to the Executive Committee for final action. If the application is not approved by the Membership Committee or the Executive Committee theapplicant will be notified as to the specific reason and provided an opportunity for remedy and/or appeal.
  - Privileges of Associate Membership. Associate Members can submit papers for the annual meeting with sponsorship by an Active member. Associate Members shall have no voting rights. Associate Members may serve on special committees as decided by the Executive Committee but may not be elected as officers of the Society or members of the Board of Directors.
- Good Standing. To remain in good standing, all members must be current on their contributions (where required) and must abide by the rules and regulations set forth in these Bylaws, the Society's Code of Ethics and such other rules and regulations as the Society may adopt.

Article V – Election of Members

The process of election of Active Members to the Society shall be as follows:

Membership enrollment in the Society shall be completed via electronic application through the website.
Completed applications shall be submitted on a rolling basis and during any scheduled business meeting the candidate shall be considered for election.
The names of the applicants recommended for membership by the Executive Committee shall be submitted to the members at the business meeting.
Election to membership shall be by anonymous ballot and a three-fourths (3/4) affirmative vote of the membership present.
An applicant who fails to be elected at one meeting shall be provided communication of any perceived or knowncritical deficiencies or concerns. Such deficiencies or concerns must be remedied before the time of the next application submission. The failed application with rationale will be maintained by the Secretary for record keeping and subsequent application.

Article VI – Contributions and Fees

Contributions and fees shall be levied by the Executive Committee and approved by the membership at the annual meeting.
Any Active Member who has not contributed for a period of three years will be considered non-participatory and will be transitioned to Inactive Member status, provided that notification of such lapse is given at least three months prior to its effective date. The member may be reinstated on approval of the Executive Committee following submission of contributions to establishcommitment to the The member may be reinstated and reactivate their membership by requesting in writing and making a contribution that is three times the current year’s requested contribution on approval of the Executive Committee.

Article VII – Resignations, Expulsions

Resignations of members otherwise in good standing shall be accepted by a majority vote of the Executive Committee.
Charges of unprofessional or unethical conduct against any member of the Society, if proffered in writing and submitted to the Executive Committee, must be acted upon within one The Executive Committee will decide the status of the member in the event of proof of misconduct. This will be confirmed or rejected by the Board of Directors.

Article VIII – Officers: Elections and Duties

The officers of this Society shall consist of a President, Vice President, Secretary, Treasurer, and Recorder; all to be elected as specified in these bylaws. The Vice-President shall serve as the President-Elect.

The President and/or Vice President shall preside at Executive Committee meetings and the Annual
The President and Vice President of the Society shall be elected for terms of one year each.
The Secretary, Treasurer, and Recorder shall be elected for two-year
The Vice President, in the absence or incapacity of the President, shall perform the duties of the President’s office.
In the absence of both the President and Vice President, the chair of the Executive Committee shall be assumed by President pro term, elected by such members of the Executive Committee as are present and approved by the Board of Directors.
The Secretary shall keep minutes at the meetings of the Society and the Executive Committee, update the ExecutiveCommittee on membership database and new applicant files and conduct correspondence of the Society. The Secretary will issue an annual written report at the Annual Meeting.
The Treasurer or their designee shall receive all monies and funds belonging to the Society, pay all bills, render statementsfor contributions and assessments, report to the membership at the annual meeting, and provide report to the Board of Directors meetings. The Treasurer will prepare an annual report for audit. The Treasurer shall chair the finance committee,assist in the preparation of the budget, and help develop fundraising plans.
The Recorder shall receive all documents presented before the Society. The Recorder shall be responsible for assuringprompt editorial review of manuscripts in concert with other Society members.
Successors to vacated offices of the Society shall be appointed by the Executive Committee and approved by the Chair ofthe Board of Directors until the position is filled at the next annual meeting.

Article IX – Board of Directors

The Board of Directors shall be the governing body of the Society and shall have full power to manage and act on all affairs of the Society.

Board Role, Size, The Board is responsible for overall policy and direction of the Executive Committee and delegates responsibility for day-to-day operations to the Executive Committee and committees. The Board shall have up tonine (9) and not fewer than three (3) members. The board receives no compensation other than reasonable expenses.
The Board shall meet at least every six months either in person or via real time video and/or audiocommunication, at an agreed upon time and place. Additional meetings at the discretion of the Chair of the Board of Directors
Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current
All Board members shall serve three (3) year terms but are eligible for re-election.
A quorum must be attended by at least 51% percent of the Board members before business can be transacted or motions made or passed.
Transaction of A majority vote of the members of the Board of Directors shall constitute approval for the transaction of business.
An official Board meeting requires that each Board member have written notice two weeks in advance.
Officers and There shall be up to nine Directors of the Board consisting of a Chair, Vice Chair, Board Secretary,community representatives, Directors-at-large, attorney, and industry representative. Their duties are as follows:

The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.

The Vice-Chair will chair committees on special subjects as designated by the board. The Board Secretary shall be responsible forkeeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.

The Directors-at-large shall be Active Members of the Society who represent academic and community practice vascular surgeons.They shall not be current members of the Executive Committee.

The Community representatives (representatives from other societies/organizations such as SVS, VESS, SCVS, AVF, SBVS, SAAVS) shall sit on the Board of Directors.

An attorney shall sit on the Board of Directors for legal advisement on Society matters. An industry/government representative shall sit on the Board of Directors.

Reports to Board of Directors will be provided by from: Treasurer, Chairs of Advocacy and Mentorship Committee

When a vacancy on the Board exists, nominations for new members may be received from present Boardmembers by the Board’s Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Boardmembers with the regular Board meeting announcement, to be voted upon at the next Board meeting and approved by a two-thirds (2/3) vote. These vacancies will be filled only at the end of the Board member’s term. Board members must ensure a copy of the applicants curriculum vitae is a part of the nomination application and process.
The administration of matters of discipline shall be the duty of the Board of Directors. Charges of unprofessional conduct against any member may be presented in writing to the Board of Directors. The Board of Directors shall refer the charges to the Executive Committee to consider the charges and recommend disciplinary actions, when appropriate, to the Board of Directors and shall act upon them no later than the next scheduled meeting. Notice that the Board of Directors shall be acting upon a charge of unprofessional conduct against the member shall be provided to the member at least thirty (30) days prior to the date of such meeting, at which meeting the accused member shall have the right to appear, in person or by telephone, and to hear and answer the charges brought against him/her/them. If the charges of unprofessional conduct are supported by a majority vote of the members of the Executive Committee who are present and voting, the Executive Committee may censure, suspend for a defined time, or withdraw membership from in the Society by written notice.
Special Special meetings of the Board shall be called upon the request of the Chair or one-third (1/3) of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member two weeks in advance.
Resignation and Removal of Board of Directors. Any member of the Board of Directors may resign at any time by givingwritten notice to the Chair of the Board of Directors. A Board member shall be dropped for excess absences from the Board if she/he/they have three unexcused absences from Board meetings in a year. In addition, any Director may be removedfrom office by a two-thirds (2/3) vote of the entire Board of Directors whenever, in its judgment, the best interests of the Society would be served by such removal. No Director shall be removed unless written notice of a meeting to remove the Director is delivered to all members of the Board of Directors, as applicable. Such notice must state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice, and only the named Directors may be removed at such meeting. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.Election of a Director or agent shall not of itself create any contract Directors ceasing to be qualified automatically shall be removed from office and such vacancy shall be filled in accordance with these Bylaws.
Conflict of All members of the Board of Directors will be required to complete a conflict-of-interest declaration prior totheir appointment and annually. This declaration must be approved by a majority of the remaining Executive Committee members. If the Executive Committee requests, the member must divest themselves of a designated conflict of interest pertaining to Society or matters related to the Society prior to assumption of the appointment. A conflict of interest is defined as any direct or indirect financial relationship with industry by an individual or their spouse. It does not include non-specified research contributions to an institution.

Article X –Executive Committee

There shall be an Executive Committee consisting of the President, Vice President, Secretary, Treasurer, and the most recent past President.
Committee Chairs (e.g., nominating committee chair, mentorship committee chair, ) shall be voting members of the EC and are invited to attend the Executive Committee Meetings and Conference Calls.
Executive Committee meetings shall be held quarterly either in person or via real time video and/or audiocommunication as well as at the call of the president of the
A majority (>50%) of the members of the Executive Committee shall constitute a quorum shall constitute a quorum for the transaction of business.
Resignation and Removal of Any Officer may resign at any time by giving written notice to the President. In addition, any Officer may be removed from office by a two-thirds (2/3) vote of the entire Board of Directors whenever, in its judgment, the best interests of the Society would be served by such removal. No Officer shall be removed unless written notice of a meeting toremove the Officer is delivered to all members of the Board of Directors, as applicable. Such notice must state that a purpose of the meeting is to vote upon the removal of one or more Officers named in the notice, and only the named Officers may be removed at such meeting. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an Officer or agent shall not of itself create any contract rights. Officers ceasing to be qualified automatically shall be removed from office and such vacancy shall be filled in accordance with these Bylaws.
The Executive Committee shall have the responsibility to make recommendation to the Board of Directors to fill the vacancy and this recommendation will be approved (or negated) by the Board of Directors.
All members of the Executive Committee will be required to complete a conflict-of-interest declaration prior to their appointment and annually. This declaration must be approved by a majority of the remaining Executive Committee members. If the Executive Committee requests, the member must divest themselves of a designated conflict of interest pertaining to the Society or matters related to the Society prior to assumption of the A conflict of interest is defined as any direct or indirect financial relationship with industry by an individual or their spouse. It does not include non-specified research contributions to an institution.

Article XI – Committees and Representatives

Standing committees of the Society shall consist of a Membership Committee, Nominating Committee, Fundraising and Grants committee, Bylaws committee, Communications committee, Mentorship and Education committee, Program committee, and Fairness/Representation committee.

The Membership Committee shall consist of a Chair plus a minimum of three (3) members serving two (2) year terms. New members shall be appointed annually by the Nominating Committee. The committee shall review all applications and present nominations for membership to the Society to the Executive Committee for review and ratification on a rolling basis. The Committee shall also assist the Secretary with membership development and expansion campaigns.
Nominating Committee shall consist of a Chair plus a minimum of three (3) members serving two (2) year terms. The Secretary shall serve as ex-officio. The Chair of the Fairness and Representation Committee shall also be a voting member. New members shall be appointed annually by the Executive Committee. The Committee shall identify a slate of officers for the Society Officer positions and the proposed slate shall then be presented for vote during the Annual Member Business Meeting. The Committee members are expected to engage in bias training and shall make conscious efforts to nominate diverse applicants. The Nominating Committee shall also be responsible for appointing the Chairs for the other Committees.
The Fundraising and Grants Committee shall consist of a Chair plus a minimum of three (3) members serving two (2) year terms. The Chair shall be appointed by the Nominating Committee to serve a 2-year term. The committee chair will select additional society members. Standing committee members shall be the President, President-elect, the Treasurer. Its function shall be to research and implement comprehensive fundraising campaigns to support the society. As well, its function shall be to review educational grant award applications and to report award recipients to the executive committee at the annual meeting.
The Bylaws Committee shall consist of a Chair plus a minimum of two (2) members to serve overlapping terms of two (2)years each. The Chair shall be appointed by the Nominating Committee. The committee chair will select additional society members. The Bylaws Committee shall review bylaws from time to time and as directed by the Executive Committee and when appropriate, make recommendations regarding amendments.
The Communications Committee shall consist of a Chair serving a two (2) year term plus a minimum of two (2) members. The Chair shall be appointed by the Nominating Committee. The committee chair will select additional society members. The Communications Committee is responsible for organizing, coordinating, and implementing all communication to the membership and along with the Secretary will oversee subcommittee The Communications Chair is appointed by the Executive Committee. The Communications Committee shall be responsible for all electronic communication and maintenance of the Society website as well as development and maintenance of a social media presence.
The Mentorship and Education Committee shall consist of a Chair plus a minimum of three (3) members serving terms of two (2) years each. The Chair shall be appointed by the Nominating Committee. The committee chair will select additional society members. The Mentorship and Education Committee is responsible for the Society’s programmatic mentorship at different levels of training to encourage a career in surgery and vascular The Mentorship and Education Committee will design and implement the Society’s mentorship collaborations and programs, grant writing, publications, webinars, etc.
The Program Committee shall consist of a chair and a minimum of three (3) members each serving a term of two (2) years The Chair shall be appointed by the Nominating Committee. The committee chair will select additional society members. The Program Committee shall select abstracts and make up the program for upcoming meetings. The Program Committee shall also be responsible for the creation and maintenance of the annual calendar of the Society as well as the development and dissemination for the programs of the Society.
The Leadership/Promotion Review Committees shall consist of a chair and a minimum of two (2) members each servinga term of two (2) years. The Chair shall be appointed by the Nominating Committee. The committee chair will select additional society members. This committee shall, in alignment with the mission of the Society, define its own objectives and methods foradvancing the representation and development of women vascular surgeons.
The Fairness and Representation Committee shall consist of a chair and a minimum of three (3) members each serving a term of two (2) years each. The Chair shall be appointed by the Nominating Committee. The committee chair will select additional society members. The Fairness and Representation Committee shall identify and promote ways to address issues of diversity, equity and inclusion in vascular surgery and encourage all women, minorities ad underrepresented in Surgery to actively participate in the society and its committees.
Any other special committee may be established by the Executive Committee as it deems advisable. Each suchcommittee shall consist of such persons and shall have such duties and powers as may be designated by the Executive Committee upon establishment of the committee or from time to time thereafter. Unless otherwise advised by the Executive Committee, the Nominating Committee shall appoint the members of these other

Article XII – Meetings

The Society shall hold an annual meeting and held at a time and place selected by the Executive Committee.
The business meeting of the Society shall be conducted during the annual
All Active Members shall attend the annual meeting one year out of every three years. There is no attendance requirement for any other member category.
Special meetings may be called at any time by the president, or a simple majority of the Executive Committee.

Article XIII – Quorum

The members present at any official meeting of the society shall constitute a quorum necessary to change the constitution and bylaws of the Society, to make assessments, to authorize appropriations or expenditures of money other than those required in theroutine business of the Society, to elect officers and members, and to expel members. The quorum is established with a two-thirdsof membership present in person or virtually in a synchronous fashion. If there are less than two-thirds of the membership present, the members can vote to table specific business.

Article XIV – Alterations and Repeal

Bylaws may be altered or repealed at the annual meeting by a two-thirds (2/3) affirmative vote of the voting members present.

Article XV – Procedure

Proceedings of the Society shall be conducted under Robert’s Rules of Order.