Articles of Incorporation

The following Restated Articles of Incorporation, duly adopted pursuant to Section 181.39 of the Wisconsin Statutes, supersede and take the place of the Articles of Incorporation and amendments thereto of the corporation.

ARTICLE 1

The name of the corporation shall be THE MILWAUKEE ACADEMY OF SURGERY, INC.

ARTICLE 2

The period of existence shall be perpetual.

ARTICLE 3

The purpose of this corporation shall be to provide a forum for the exchange of surgical thought, experience, and information in the Milwaukee metropolitan area and to foster improvements in the science and art of surgery that result in better patient care.

ARTICLE 4

The principal place of business of the corporation shall be, The Milwaukee Academy of Surgery, 9200 West Wisconsin Avenue, Milwaukee, Wisconsin 53226.

ARTICLE 5

Name of registered agent: Christopher Johnson, MD.

ARTICLE 6

Address of registered agent: 9200 West Wisconsin Avenue, Milwaukee, Wisconsin 53226.

ARTICLE 7

A surgeon certified by the American Board of Surgery, or equivalent certifying surgical organization at the discretion of the council, shall be eligible for membership in the corporation.

Further membership provisions as to rights and other eligibility requirements shall be set forth in the Bylaws.

ARTICLE 8

8.1:The affairs of the corporation shall be managed by a Board of Directors whose number shall be fixed by the Bylaws, but shall not be less than three (3). The manner in which the Directors shall be elected, their terms of office, and their qualifications, shall be fixed by the Bylaws. Directors may be referred to and designated as Council Members, and the Board of Directors as a “Council”.

The officers of the corporation shall be elected by the members at an annual meeting and shall consist of a President and Secretary-Treasurer. The Board of Directors may appoint such assistant officers as it deems necessary, and these assistant officers need not be members of the Board of Directors nor of the corporation.

The election of officers and directors, their removal from office and filling of vacancies shall be fixed by the Bylaws.

ARTICLE 9

The corporation will be subject to Chapter 181 of the Wisconsin Statutes as a non-stock, non-profit corporation, and its activities shall be conducted for the purposes mentioned above in such a manner that no part of its net earnings shall inure to the benefit of any member, council member, officer or individual. However, the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Article 3.

The corporation shall not substantially engage in carrying on propaganda or otherwise attempting to influence legislation and shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal taxation under Section 501 (c ) (3) of the Internal Revenue Code 1943, as amended or under successor provisions.

The dissolution of the corporation must be authorized by the adoption of a resolution to dissolve by a vote of two-thirds of members present at a meeting called for that purpose. Assets of the corporation in the process of dissolution shall be applied and distributed as follows:

All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore.

All remaining assets shall be transferred or conveyed to one or more domestic corporations enjoying an exempt status under Section 501 (c ) (3) of the Internal Revenue Code of 1943, as amended, or successor provisions.

ARTICLE 10

These articles may be amended by a two-third (2/3) vote of the members of the corporation voting at a meeting or via paper or E-mail at the discretion of the board.

Bylaws

ARTICLE 1. PURPOSES

The purposes for which the corporation is formed are set forth in the Restated Articles of Incorporation. The corporation will not engage in nor will it attempt to influence or otherwise affect by direction or indirection, political activities. No part of receipts or income, from whatever source derived, shall inure to any member of the corporation, but this provision shall not preclude the employment of members upon the same terms and conditions as non-members.

ARTICLE 2. MEMBERSHIP

Section 1 — Qualifications for Membership

  1. Surgeons certified by the American Board of Surgery, or equivalent certifying organization at the discretion of the council, who are engaged in the practice, teaching or investigation of surgery and who are known to be ethical, by the usual standards shall be eligible for membership.
  2. At least 80% of the active members shall be engaged in surgical activity in the Milwaukee Metropolitan Area.

Section 2 — Classes of Members

  1. The membership shall consist of active and senior members.
  2. Any active member of the Academy who has reached the age of sixty-five may, upon application to the Council, be admitted to senior membership.
  3. One who has been an active member of the Academy and who is incapacitated by prolonged illness, may apply for, and at the discretion of the Council, be admitted to senior membership without regard to age. A member who is no longer active in the practice of surgery may apply for, and at the discretion of the Council, be admitted to senior membership.

Section 3 — Application for Membership

  1. Each candidate for membership shall complete an application blank provided by the Secretary.
  2. Especially qualified individuals may be proposed by the Council as candidates for membership without application. When such a candidate is elected, this person shall provide the Secretary with the information furnished upon the application provided by other candidates.
  3. An applicant for membership shall be recommended by two (active) members of the Academy who shall attest to the applicant’s character in a letter to the Council.
  4. Any member of the Academy may submit or be requested to submit to the Council, a confidential report concerning the qualifications of a candidate.
  5. The Council shall review applications for membership and shall communicate the names of candidates it approves to the membership at least three weeks prior to the meeting at which the election of such candidates would take place.

Section 4 — Election of Members

  1. Candidates for membership who have qualified under the provisions of Article 2, Sections 1, 2, and 3, may be admitted to the membership by the affirmative vote of either of two-thirds (2/3) of the members present at any regular meeting or via paper or email ballot. A quorum shall consist of twenty-five percent (25%) of the members in good standing present or responding via email.
  2. An applicant who fails to receive Council approval or who fails to be elected may not reapply for membership until at least two years have elapsed since such failure.

Section 5 — Resignation of Members

Any member, not in arrears of dues or fees, may resign by letter to the Council.

Section 6 — Obligations and Conduct of Members

Members of this society shall maintain the highest professional and ethical conduct.

  1. Conduct considered unethical, unprofessional and constituting misconduct is:
    1. The performance of operations without adequate indications.
    2. Itinerant surgery as defined by the American College of Surgeons.
  2. Any member who engages in these or other unethical or illegal practices shall be deemed guilty of unprofessional conduct and may be disciplined as provided in these Bylaws.

Section 7 — Proceedings for Reprimand, Suspension, or Expulsion

  1. For violation of membership privileges, unethical or unprofessional conduct:
    1. Any member may make complaint to the Council that another member has been guilty of violation of the provisions of the Bylaws of this Academy. Upon receipt of a complaint, the Council shall cause an evaluation of the complaint to be made by a committee appointed by the Council. If following such evaluation, the committee determines there is probable cause to believe that such violation has occurred, the Council shall determine that a hearing be held.
    2. The Council shall fix a time when such complaint shall be heard.
    3. The Council shall serve upon the member against whom the complaint has been filed, a written statement setting forth the charges against this person.
    4. If the Council determines that a member has been guilty of violating the Bylaws of this Academy, it shall have the power to reprimand the member, suspend membership for such time as it determines, expel the member from this society, or take such other action as it deems may be reasonably required under the circumstances.
  2. Forfeiture of Membership by Nonpayment of Dues:
    1. Any member being in arrears of dues or assessments for a prolonged period, as determined by the President and Secretary-Treasurer, shall forfeit his/her membership.
    2. The Secretary-Treasurer of the Academy shall notify the Academy of such forfeiture, which shall be reported at the annual meeting, and the name of such delinquent member(s) shall be removed from the membership roll. Notification by the Secretary-Treasurer shall contain a copy of this section of the Bylaws.

Section 8 — Termination of Membership

Membership shall be terminated by death, voluntary withdrawal, or expulsion, and thereafter all rights of the member in the corporation shall cease. No member may transfer his/her membership or any right arising therefrom.

Section 9 — Waiver of Claim for Reprimand, Suspension, or Expulsion.

A member of the Academy shall, by the continuation of membership and payment of dues, be deemed to have waived and forever surrendered any claim that such member may have or may hereafter claim to have against the Academy or any member of the council, or a member of a duly constituted committee for any action taken by the Academy, member of the Council or such officer, or a member of a duly constituted committee, in reprimanding, suspending, or expelling a member from the Academy.

ARTICLE 3. GOVERNING BOARD

Section 1

The affairs of this Academy shall be administered and supervised by a Board of Directors, with a minimum of three (3) members, which shall be known as the Council. The Council shall consist of the President, the Immediate Past President, the Secretary-Treasurer and one (optional) member at large elected by the membership.

Section 2

The President and the Immediate Past President, shall hold office for a period of two (2) years beginning in September of their elected year or until their successors have been elected and qualified. The Secretary-Treasurer shall hold office for a period determined by the membership. The member(s) at large will be elected each year.

Section 3 — Duties and Powers of the Council

  1. The Council shall be the general administrative board of the Society, and shall have general supervision over its affairs.
  2. The Council shall review all applications and proposals for membership and shall make its recommendations, when favorable, regarding such candidates to the membership.
  3. The Council shall consider violations of membership privileges and take appropriate action in such cases according to the provisions of Article II, Sections 7, 8, and 9 of the Bylaws.
  4. The Council shall fill any vacancies in its membership or vacancies in any office of the Academy which may arise prior to the annual meeting from among members of the Academy in good standing.
  5. The Council shall have the power to reinstate members forfeiting their membership for non-payment of dues or assessments, providing all arrears have been paid.
  6. The Council may appoint such clerks or assistants as the Council may deem necessary to conduct the affairs of the Society properly, and may remove such assistants at pleasure.

Section 4

Three (3) members of the Council shall constitute a quorum for the transaction of business.

Section 5

The President, President-Elect and Secretary-Treasurer of the Academy shall hold these respective offices on the Council.

Section 6

The Council shall meet annually after the annual meeting of the members. The President may call special meetings of the Council on three (3) days written notice to all Council members.

Section 7 — Nominations

Officers and other members of the Council shall be nominated by the Council. The Council shall make its nominees known to members in writing at least ten (10) days prior to the annual meeting.

Additional nominations may also be made from the floor at the annual meeting.

Section 8 — Elections

Officers and members at large of the Council shall be elected by ballot at an annual meeting. The votes of a majority of the active members present shall be necessary for election. In the event that no one candidate receives a majority of the votes of the active members present on the first ballot, a second ballot shall be taken with the two candidates having received the highest number of votes as the only candidates. The elected officers and the elected Council members shall take office at the end of the meeting at which they are elected.

ARTICLE 4. OFFICERS

Section 1

The officers of the Academy shall be a President and a Secretary-Treasurer. The President shall serve for one year and may be reelected for a second year. The Secretary-Treasurer may serve an indefinite period at the pleasure of the Council.

Section 2 — President

The President shall preside at meetings of the Academy and Council, preserve order, regulate debate, appoint committees, sign certificates of membership, announce results of elections, and perform all other duties properly pertaining to his office.

Section 3 — Immediate Past President

  1. The Immediate Past President shall in the absence of the President, preside at meetings and perform any duties herein provided for the President.
  2. The Immediate Past President shall assume the office of the President should the President resign or be unable to act as President during an unexpired term.
  3. Should both the President and Immediate Past President be absent from a meeting any officer of Council member may preside.

Section 4 — Secretary-Treasurer

The Secretary-Treasurer shall keep a record of the minutes of the Academy. If the Council designates, this individual might be assisted in duties assigned by an individual designated by the Council. The monetary compensation of this individual would be determined by the Council. Duties of the Secretary-Treasurer include:

    1. Submission to the Council for action all proposals of members.
    2. Submission in writing to each member of the Academy the names of all candidates who have complied with the requirements of the Academy and the rules of the Council and who have received the Council’s approval for membership.
    3. Custody of all the permanent records of the Academy and responsibility for them.

Communicating to each member of the Academy fifteen (15) days prior to each meeting, a program of the scientific meeting and announcement of the business that shall come before the Academy.

  1. Serving as Secretary and keeping the minutes of the Council.
  2. Collection of all dues, assessments, and other monies owed to the Academy; keeping of Society funds and accounts thereof; reporting thereof to the Academy at its regular annual meeting; and at such other and more frequent times as may be required by the Council.
  3. Receipt of all financial obligations and responsibility for payment of all valid charges against the Academy subject to the direction of the Council.
  4. Making arrangements for printing and publishing the Constitution, Bylaws, and membership list of the Society.

ARTICLE 5. MEETINGS

Section 1 — Regular Meetings

  1. The Academy shall hold six regular meetings each year on the fourth Tuesday in January, February, March, September, October and November, unless the Council directs otherwise at such a place as may be designated by the Council or President; except that the time and place of the meeting may be changed by the Council or President so to avoid conflict with other meetings or for other good cause and upon not less than seven (7) nor more than thirty (30) days written notice to the members.
  2. The regular meeting in the month of February shall be designated the annual meeting for the election of officers and council members, and for such business as may properly come before the annual meeting.
  3. The main portion of the meeting shall consist of scientific reports and discussions and shall be open to members and guests.
  4. A session for the conduct of any business of the Academy shall be held after the scientific reports and discussions. Attendance at this meeting shall be limited to members in good standing.

Section 2 — Special Meetings

A special meeting may be called by the President (with the consent of the Council) at any time, and it shall be their duty to do so upon the petition, in writing, of any fifteen (15) active members. The purpose of the meeting shall be stated in the call, and a seven (7) day written notice shall be given to the members.

Section 3 — Quorum

For the transaction of business, the members at any meeting shall constitute a quorum. To effect changes in the Constitution or Bylaws, for ordering assessments or expenditures or money other than those required in the routine business of the society, and for the election of officers and of members, a minimum of twenty-five percent (25%)
of active members in good standing constitute a quorum.

ARTICLE 6. COMMITTEES

Section 1 — Program Committee

The Program Committee will consist of the current President and any members he/she appoints.

Section 2 — Ad Hoc Committees

The President, after consultation with members of the Council, is empowered to appoint committees charged with study of specific problems and formulation of specific recommendations relative to them to the Council.

ARTICLE 7. DUES, FEES AND ASSESSMENTS

Section 1

Each member shall pay annual dues upon accepting membership in the Academy.

Section 2

The annual dues, payable in advance, shall be reviewed periodically by the Council, and set at a level that will reflect cost of living and keep the Academy solvent.

Section 3

Assessments may be levied and shall be paid by the members as the Council may recommend and the Academy approve at a regular meeting or special meeting called for such a purpose.

ARTICLE 8. CERTIFICATE OF MEMBERSHIP

Every member shall be entitled to a certificate of membership bearing the Seal of the Academy, signed by the President and Secretary-Treasurer.

ARTICLE 9. RULES OF ORDER

The proceedings of the Academy shall be conducted according to Robert’s Rules of Order.

ARTICLE 10. AMENDMENTS

These Bylaws may be amended, altered or repealed at a regular or special meeting, provided that the suggested amendment, alteration, or repeal shall have been presented to the previous regular meeting of the Academy; and provided further, that the suggested change shall have been mailed to each member at least fifteen (15) days previous to the date of the meeting at which the vote thereon is to be taken. An affirmative vote of two-thirds (2/3) of the members present shall be necessary to effect the change.