SOAP Bylaws

1.PREAMBLE
1.1 This organization shall be known as the SOCIETY FOR OBSTETRIC ANESTHESIA AND PERINATOLOGY.
1.2 This SOCIETY provides a forum for the discussion of medical problems unique to the peripartum period. It promotes excellence in medical care, education and research in obstetric anesthesia.
1.3 This SOCIETY shall endeavor to maintain liaison with other organizations having similar goals.
1.4 This SOCIETY is organized for an indefinite period, expected to be perpetual.
1.5 This SOCIETY is incorporated as a non-profit organization as defined by federal and state law(s).

2. MEMBERSHIP
2.1 Membership in this SOCIETY shall be classified as Active, Resident/Fellow, Associate, Retired, Honorary and Life
2.1.1 Application is made to the secretary specifying the category of membership requested. Membership commences on acceptance of the application and receipt of the appropriate annual membership fee.
2.1.2 These bylaws and the Board of Directors define the qualifications, membership fees, and benefits of membership for each category.

2.2 ACTIVE MEMBERS
2.2.1 Any interested physician may become an active member of the SOCIETY.
2.2.2 Active membership will be maintained as long as annual fees are paid or until application for a change of category is made and accepted.
2.2.3 Active members may vote and hold office in the SOCIETY.

2.3 RESIDENT/FELLOW MEMBERS
2.3.1 Any physician training full time in an accredited residency or fellowship program may be a resident/fellow member of the SOCIETY
2.3.2 Resident/fellow members may vote in the SOCIETY

2.4 ASSOCIATE MEMBERS
2.4.1 A non-physician clinician or scientist with interest or expertise in problems of the peripartum period may apply to or be invited by the Board of Directors to be an Associate member of this SOCIETY.

2.5 RETIRED MEMBERS
2.5.1 On retirement, active members may remain in the SOCIETY as retired members.
2.5.2 Retired members may vote in the SOCIETY.

2.6 HONORARY AND LIFE MEMBERS
2.6.1 Honorary or Life membership in the SOCIETY may be granted by action of the Board of Directors.
2.6.2 Membership fees, if any, will be determined by the Board of Directors.

2.7 TERMINATION OR EXPULSION OF MEMBERS
2.7.1 Any membership will be terminated on application of the member, or if membership fees become more than 11 months in arrears.
2.7.2 Any member may be expelled as follows:
A. Upon receipt of a written complaint, signed by 15 per cent of the active membership, the Board of Directors must notify the designated member(s).
B. The Board of Directors will schedule an expulsion hearing to convene at least two months after the above notification. At this hearing, a two-thirds majority vote of the Board of Directors is sufficient to expel.
C. The member(s) may appeal the decision of the Board of Directors by requesting, from the President, a second hearing to be held at the next Annual Business Meeting. Notice to all members of the SOCIETY of the second hearing must be given at least two months before the Annual Business Meeting.
D. At the second hearing, a two-thirds majority vote of voting members present and voting will be sufficient to expel a member.
(Thus, to expel, a complaint must be filed, a hearing before the board follows. A 2/3 majority of the board can expel but the member has the right to appeal to the membership at large.)

3.MEMBERSHIP FEES
3.1 Membership fees shall be determined by the Board of Directors for the succeeding calendar year.

4. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
4.1 The Board shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of the State of California.

5. CORPORATE OFFICERS OF THE SOCIETY
5.1 The CORPORATE Officers of the SOCIETY consist of the President, President-elect, First Vice President, Secretary and Treasurer, all of whom must be active members of the SOCIETY.

6. MEMBERS OF THE BOARD OF DIRECTORS
6.1.1 The CORPORATE Officers of the SOCIETY serve on the Board of Directors.
6.1.2 Additional elected and appointed members of the SOCIETY serve on the Board of Directors. Election or appointment requires the individual to be an active member of the SOCIETY.
6.2.1 President: elected as Second Vice President, three years in advance, 1 year term. Progression:
Elected as Second Vice President ->
First Vice President->
President Elect->
President, ->
Immediate Past President.
(Total 5 year obligation).
6.2.2 President Elect: 1 year term, (see Progression, president, 5.1.1)
6.2.3 First Vice President: 1 year term, (See Progression, President, 5.1.1)
6.2.4 Second Vice President: elected, 1 year term, (see Progression, President, 5.1.1)
6.2.5 Immediate Past President: 1 year term, (see Progression, President, 6.1.1).
6.3.1 Secretary: elected, even numbered years, 2 year term.
6.4.1 Treasurer: elected, elected odd numbered years, 2 year term, shall be bonded.
6.5.1 Meeting Hosts: Serve on Board of Directors for a total of three years, the term to end one year after the close of the Annual Business Meeting the year of their Meeting.
6.8.1 Chair of the Committee on Obstetrical Anesthesia of the American Society of Anesthesiologists (This position filled by appointment of the President of the ASA, expected to be a member of this society).
6.9.1 Representative (delegate) to the House of Delegates of the American Society of Anesthesiologists: elected by this SOCIETY, 3 year term, must be an active member of the ASA and this SOCIETY.
6.9.2 Alternate delegate to the House of Delegates, ASA: elected by this SOCIETY, three year term, must be an active member of the ASA and this SOCIETY, takes the place of the delegate when and as necessary in the ASA House of Delegates.
6.10 Editor of the Newsletter: Appointed by the President for a 3 year term.
6.11 Director at Large: elected, single 3 year term.
6.11.1 Cannot have previously served on the Board of Directors
6.12 Journal Liason: Appointed by the President for a renewable 2 year term

7.ELECTION OF OFFICERS AND ELECTED MEMBERS OF THE BOARD OF DIRECTORS
7.1 The executive committee (9.1.1) will submit a list of candidates for each office to the Board of Directors. (See footnote #1)
7.2 Additional nominations may be added by the Board of Directors or by voting members at the Annual Business Meeting of the SOCIETY.
7.3 A majority vote by the voting members present and voting at the Annual Business Meeting of the SOCIETY elect a nominee to office.
7.3.1 In the event that more than two candidates are nominated for the same office, the winner will be determined by a single majority vote using an instant runoff vote (See footnote #2)
7.4 All terms begin at the close of the Annual Business Meeting of the SOCIETY at which elected.
7.5 The President, with approval of the executive committee (9.1.1), may appoint an active member to fill any vacancy on the Board
Footnote #1: Whenever possible, the names of candidates for officers and elected members of the board of directors will be posted in advance of the Annual Business Meeting of the SOCIETY. This posting should be in a place readily visible to members attending the Annual Scientific Meeting of the SOCIETY and likely to attend the Annual Business Meeting of the SOCIETY.
Footnote #2: If three or more candidates are nominated for a single position, the winner will be chosen in a single "instant runoff vote", which shall be conducted as follows: voting members present and voting at the Annual Business Meeting of the SOCIETY will be allowed to vote for a maximum of three candidates for any one elected position. These votes will be ranked in order of preference as #1, #2, and #3. If no candidate receives a majority of #1 votes cast, the candidate with the fewest #1 votes is eliminated and those voters' #2 votes are distributed among the remaining candidates and the total votes are recounted. The process continues until one candidate gets a majority of the votes.

8.GENERAL DUTIES AND RESPONSIBILITIES OF OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS
8.1.1 The Officers of the SOCIETY (corporation) shall perform the duties usually performed by such officers, together with such duties as shall be prescribed by these bylaws or at the direction of the Board of Directors.
8.1.2 The Board is responsible for strategic planning for the SOCIETY.
8.1.3 Members of the Board of Directors may receive reimbursement for essential or extra expenses only if approved by the Board of Directors. Otherwise, there will be no financial compensation for serving on the Board of Directors.
8.2.1 The Board shall meet at least twice per year: at the annual meeting of the SOCIETY, and a second time and place selected by the President or Executive Committee.
8.2.2 Attendance by at least 50% of the members of the Board of Directors is required for a quorum and an official meeting of the Board.
8.2.3 A majority vote of those present is sufficient for passage of business.
8.2.4 Each person on the Board has one vote.
8.2.5 Special Meetings of the Board of Directors may be called by the President, with concurrence of the Executive Committee, or by petition of 33% of the Board members. Such meetings must be called at least 10 days in advance, when time, place and agenda must be specified.
8.2.6 The President may poll members of the Board on those issues that require a short response time or may not justify a meeting.
8.3 The Board shall approve appointments of the Editors of the Newsletter and Journal as well as the chairs of the standing and ad hoc committees.
8.4 The Board may remove one of its members from office for gross misconduct in office, failure to carry out duties and responsibilities, or activities detrimental to the SOCIETY. A two-thirds vote by the members of the Board is required for removal.
8.5 Activities of the Board affecting the SOCIETY shall be reported at the next Annual Business Meeting. This report includes but is not limited to: status of contracts, income and expense reports (including annual meeting reports), major appointments, changes in affiliations, etc.

9.DUTIES OF OFFICERS

9.1 PRESIDENT
9.1.1 The President serves as chief elected officer of the SOCIETY, representing its entire membership, and acts as chief spokesperson for the SOCIETY, representing the SOCIETY as the Titular Head when indicated.
9.1.2 The President shall prepare the agendas for, and preside over, the Annual Business Meeting of the SOCIETY as well as meetings of the Board of Directors and Executive Committee.
9.1.3 The President chairs the Executive Committee and serves ex officio on all other committees of the SOCIETY.
9.1.4 The President shall inform the Executive Committee, Board of Directors, Committee chairs and the membership of the SOCIETY of the conditions and operations of the SOCIETY.
9.1.6 In the absence of the President the order of succession is as follows: 1. President-Elect, 2. First Vice President.

9.2 PRESIDENT ELECT, FIRST AND SECOND VICE PRESIDENT
9.2.1 The President-Elect, is responsible for the program of the Annual Scientific Meeting.
9.2.2 The President-Elect shall assume the duties of the President when the President is absent.
9.2.3 (see 9.4.5)

9.3 IMMEDIATE PAST PRESIDENT
9.3.1 The Immediate Past President shall offer advice and experience to the Board to help assure continuity and completion of work begun. The Immediate Past President may assume other responsibilities as assigned by the Board of Directors or President.

9.4 MEETING HOST
9.4.1 The Meeting Host is responsible for making recommendations to Society Management regarding arrangements for social events associated with the Annual Meeting.
9.4.3 The Meeting Host shall not obligate the SOCIETY for debts associated with the Annual Scientific Meeting.
9.4.4 The Meeting Host must make necessary financial arrangements with the Treasurer for collection of registration fees, and disbursement for bills, services, etc. related to the planning and production of the Annual Scientific Meeting.
9.4.5 The President-Elect shall assure the publication of the abstracts presented at the Annual Scientific Meeting.

9.5 SECRETARY
9.5.1 The Secretary shall keep minutes of all meetings of the SOCIETY, the Board of Directors, and the Executive Committee, and shall provide copies as appropriate.
9.5.2 The Secretary (or a designee) shall preserve all papers, letters and transactions of the SOCIETY, the Board of Directors, and Executive Committee.
9.5.3 The Secretary (or a designee) shall keep the Corporate (SOCIETY) Articles of Incorporation and Bylaws.
9.5.4 The Secretary, with the advice of the Chair of the Bylaws Committee, shall arbitrate concerns related to these Bylaws or Rules of Order.
9.5.5 The Secretary shall submit for publication in the Newsletter brief summaries of the Annual Business Meeting.
9.5.6 The departing Secretary shall turn over to a successor all SOCIETY documents in possession within one month of the change in office.

9.6 TREASURER
9.6.1 The Treasurer shall establish and maintain accounts to handle the general operating funds of the SOCIETY and ensure the integrity of the fiscal affairs of this SOCIETY. This duty includes general oversight of funds designated for the Annual Scientific Meeting and publication of the Newsletter.
9.6.2 The financial accounts of the SOCIETY shall be submitted to an annual audit. The Treasurer shall report the results of this audit to the Board of Directors and the membership at the Annual Business Meeting as well as in the Newsletter.
9.6.3 The Treasurer and the Secretary shall share responsibility for collection of and accounting for annual membership fees.
9.6.4 The departing Treasurer shall turn over to a successor all SOCIETY books, moneys, accounts and information in possession within one month of the change in office.

9.8 CURRENT CHAIRMAN, COMMITTEE ON OBSTETRIC ANESTHESIA, ASA
9.8.1 The Chairman of the Committee on Obstetric Anesthesia of the American Society of Anesthesiologists shall serve as liaison between this SOCIETY and this ASA committee, and report to this Board of Directors and the membership any items of interest.

9.9 DELEGATE TO THE HOUSE OF DELEGATES, AMERICAN SOCIETY OF ANESTHESIOLOGISTS
9.9.1 The Delegate represents this SOCIETY as the obstetric anesthesia subspecialty component society of the ASA, and will carry out the duties required, using the needs and desires of this SOCIETY as a guide, and with direction from the Board of Directors if indicated.

9.10 ALTERNATE DELEGATE TO THE HOUSE OF DELEGATES OF THE AMERICAN SOCIETY OF ANESTHESIOLOGISTS
9.10.1 The Alternate Delegate serves in the absence of and in the stead of the Delegate when necessary.

9 .11 EDITOR OF THE NEWSLETTER
9.11.1 The Editor provides the management, content and publication of a SOCIETY Newsletter.

9.12 DIRECTOR AT LARGE
9.12.1 The Director at Large provides advice to the Board as needed.

9.13 JOURNAL LIASON
9.13.1 The Journal Liason acts as a link to the official SOCIETY journal, using the needs and desires of this SOCIETY as a guide, and with direction from the Board of Directors if indicated.

10.STANDING COMMITTEES This SOCIETY deems the following committees essential to its mission.

10.1.1 EXECUTIVE COMMITTEE:
Chair: President,
Other members: Immediate Past President, President Elect, First Vice President, Secretary, Delegate and Treasurer.
10.1.2 Duties: to advise the President on matters requiring urgent attention, planning, finances, budgets, etc. Also serves as the nominating committee. All actions must be reported to the Board of Directors at the next meeting.
10.2.1 ANNUAL MEETING PROGRAM COMMITTEE
10.2.2 Chair: President Elect,
Vice Chair: Meeting Host,
Members: President, Past Meeting Host, Chair Education Committee, Chair Research Committee, and at least three other as appointed the by Chair.
10.2.3 Duties: Review and judge scientific abstracts, oversee planning the Annual Meeting program.
10.3.1 BYLAWS COMMITTEE
Chair: appointed to a three year term, beginning in 1995, by President with approval of the Board of Directors.
Members: as appointed
10.3.2 Duties: continually review and propose updates of the Bylaws, assure compliance with Bylaws and state and federal regulatory agencies as indicated, assist with elections, count votes, etc.
10.4.1 PUBLICATIONS COMMITTEE
Chair: Newsletter Editor, appointed to a three year term, beginning in 1996, by President with approval of the Board of Directors.
Members: as appointed.
10.4.2 Duties: Assist with and assure publication of a Newsletter and other publications as indicated
10.5.1 MEMBERSHIP COMMITTEE
Chair: appointed to a three year term, beginning in 1994, by President with approval of the Board of Directors.
Members: as appointed.
10.5.2 Duties: promote membership in the SOCIETY.
10.6.1 ECONOMIC AND GOVERNMENT AFFAIRS COMMITTEE
Chair: appointed to a three year term, beginning in 1996, by President with approval of the Board of Directors. Members: as appointed
10.6.2 Duties: To monitor and communicate legislative and regulatory issues and to review and communicate economic issues as they pertain to the membership of this SOCIETY and the practice of obstetric anesthesia.
10.7.1 EDUCATION COMMITTEE
Chair: appointed to a three year term, beginning in 1995, by President with approval of the Board of Directors.
Members: as appointed
10.7.2 Duties: develop, assist, coordinate and publicize the educational objectives, programs and activities of the SOCIETY.
10.8.1 RESEARCH COMMITTEE
Chair: appointed to a three year term, beginning in 1994, by President with approval of the Board of Directors.
Members: as appointed
10.8.2 Duties: encourage, foster and support research activities within the SOCIETY.
10.9.1 INTERNATIONAL OUTREACH COMMITTEE
Chair: appointed to a three year term, beginning in 2005, by President with approval of the Board of Directors.
Members: as appointed
10.9.2 Duties: to promote obstetrical anesthesia education to less developed nations through logistical support, to provide advice to the BOD regarding possible financial support for these endeavors.
10.10.1 DISBURSEMENT COMMITTEE
Chair is appointed by the president with approval of the Board for a three year term. Other members are the Treasurer, Chair of the Education Committee, Chair of the Research Committee, and three (3) active members appointed by the president who have a history of significant service to the Society and are approved by the Board.
10.10.2 DUTIES
To review research and education applications for funding and disburse monies to those projects with merit. The amount available for disbursement shall be determined by the Finance Committee and noted in the annual budget. This committee shall not exceed the budgeted amount without approval from 75% of the Board.

11. THE ANNUAL MEETING
11.1 The Annual Meeting Host and site shall be chosen by a single majority vote at the Annual Business Meeting from a list of alternatives approved by the Board of Directors. (See footnote #2)
11.2 The Annual Business Meeting of the SOCIETY shall take place during the Annual Meeting.
11.3 Notice of the time and place of the Annual Meeting of the SOCIETY shall be distributed to the members of the SOCIETY.

12. AMENDMENTS
12.1 Amendments to these Bylaws of the SOCIETY FOR OBSTETRIC ANESTHESIA AND PERINATOLOGY may be proposed by any active member.
12.2 Amendments will be referred to the Bylaws Committee for evaluation. The Committee will then make recommendations to the Board of Directors.
12.3 If a proposed amendment is passed by a majority of the Board of Directors, it will be presented to the membership in advance and voted upon at the next Annual Business Meeting.
12.4 If passed by a majority of voting members present and voting at the Annual Business Meeting, the amendment will become effective at the close of that meeting.

12a. FOOTNOTES
12a.1 Footnotes may be included in these Bylaws as a means of explanation only. They are not a part of these Bylaws.

13. These Bylaws were revised in April 2006 and approved and accepted at the Annual Business Meeting of the SOCIETY for OBSTETRIC ANESTHESIA AND PERINATOLOGY on April 27, 2006, thereby replacing all previous Bylaws.