The name of the organization shall be the Society of Black Colon and Rectal surgeons (SBCRS). It shall be incorporated as a non-profit organization and have no capital stock or shareholders. The address of the Society will be the address of the central office.

The paramount objective of the Society of Black Colon and Rectal Surgeons  is to harness the entirety of its resources to help support and reduce health care disparities in the underserved, and underrepresented communities.  

1. Identify and promote professional and intellectual exchange among its members.
2. Promote the  visibility and participation of black Colon and Rectal Surgeons and scientists in the activities of all surgical organizations.
3. Stimulate and assist government, private industry, and voluntary organizations to develop and promote programs and policies that improve care  in the underserved communities 
4. Recruitment of surgical residents, medical students and premedical students
5. Support the surgical section of the National Medical Association.

There shall be six types of membership:

1. Active
2. International
3. Inactive
4. Honorary
5. Candidate
6. Associate

Membership of The Society of Black Colon and Rectal Surgeons will be by categories based on eligibility. In general, members may be a surgeon of any general surgical specialty recognized by the American Board of Medical Specialties (ABMS), a surgical fellow or resident-in-training of any surgical specialty as defined by the Accreditation Council on Graduate Medical Education (ACGME), a medical student, as defined by the Association of American Medical Colleges (AAMC) or the American Association of Colleges of Osteopathic Medicine (AACOM), or a MD, DO,  or PhD researcher in surgery. Eligibility for membership in these categories and membership certification may be further stipulated in the Bylaws of the Society. All members will be elected to membership, and have continued membership, according to the Constitution and Bylaws. Termination of a member by death, resignation, failure to pay dues, failure to support the Society, or any other manner addressed in the Bylaws will end all rights and privileges in the Society. None of the assets nor privileges shall be transferable to any representative of a member’s estate. Four categories of membership will be recognized:

a) Active Member: Board certified or board eligible fellowship trained colon and rectal surgeons from ACGME-approved fellowship programs. Active membership shall be limited to physicians of good professional standing who have completed an ACGME-approved colon and rectal surgical residency or fellowship and are certified or eligible for certification by the American board of colorectal Surgery of the American Board of Surgery or its equivalent OR who have a sustained major interest and active practice in colorectal surgery and proctological surgery. Active Members will make annual contributions. Active members have voting privileges, can serve on committees, sponsor new member applications as well as submit and sponsor papers for presentation at the annual meeting. 

• • Eligibility. Active Membership may be granted to colon and rectal surgery surgeons residing in the United States or Canada whose  practice is aligned with the Society’s Code of Ethics as defined or clarified by the Board of Directors. Active members must have also demonstrated knowledge and skill in the diagnosis and management of  disorders of the colon, rectum and anus  by attainment of one of the following criteria: 
  • Certification in Colon and Rectal Surgery from the United States of Canada and fully licensed to practice medicine; or
  • Surgeons whose clinical practice is dedicated primarily to Colon and Rectal surgery, as demonstrated by case logs, contributions to Colon and Rectal Surgery education and/or research, or participation in regional or local Colon and Rectal 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 Board for final action. If the application is not approved by the Membership Committee or the Executive Board the applicant will be notified 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 Board of the Society, including voting at the annual business meeting, serving on committees, serving as chairs of committees, or holding elected office. 

b) International Membership of the Society: Shall be granted to colon and rectal surgeons residing outside the United States or Canada whose practice is aligned with the Society’s Code of Ethics as defined or clarified by the Board of Directors. International members must have also demonstrated knowledge and skill in the diagnosis and management of disorders of the colon, rectum and anus by attainment of one of the following criteria: 

Surgeons whose clinical practice is dedicated primarily to colon and rectal surgery, as demonstrated by case logs, contributions to colorectal education and/or research, or participation in regional or local colorectal 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 International Membership shall be presented to the   Executive Board for final action. If the application is not approved by the Membership Committee or the Executive Board the applicant will be notified as to the specific reason and provided an opportunity for remedy and/or appeal.
  • Privileges of International Membership. International Members shall have such rights and obligations as may be approved by the Executive Board of the Society, including making annual contributions and service on committees. International Members cannot hold office on the Executive Committee or be a member of the Board of Directors.

c) 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 years will be reviewed by the Executive Committee for inactive membership status Inactive members    are not required to make annual contributions nor are they allowed to sponsor new member applications or papers submitted to the annual meeting. Inactive members may reactivate their membership by requesting in writing and making a contribution that is three times the current year’s requested contribution. 

d) Honorary Membership of the Society: Shall be granted to individuals at the discretion of the Executive  Board. Honorary Members may make contributions annually, however, it is not an expectation. Honorary Members are not eligible for election as Society officers, nor are voting members.

e) Candidate Membership:  Shall be granted to participants who are in good professional standing in an ACGME accredited general surgery residency, surgical oncology colorectal surgery fellowship, recognized by the Society. Candidate Members must provide a letter from their program director (surgical trainees) or documentation related to “good standing” (medical students). 

• • 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 Board for final action. If the application is not approved by the Membership Committee or the Executive Board the applicant will be notified 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 present papers at the annual meeting if sponsored by an Active Member. There is no annual contribution required for Candidate Members. 
  • Admission to Active Membership. Candidate Members may be promoted to Active Membership upon completion of their colon and rectal surgery residency (or equivalent), receipt by the Society office of a copy of the colon and 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.

f) Associate Membership: Shall be limited to non-colon and rectal surgery trained physicians and surgeons with either an MD, DO degree, scientists active in colon and rectal  surgical research, advanced practice providers in colorectal specialties (RN’s, PA’s, NP’s) and technologists (e.g. radiology technologists, radiology assistants, etc). These members are encouraged to submit annual contributions, but are not voting members and cannot serve or be elected as officers of the society, but may submit abstracts and papers to the meetings. 

• • 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 Associate Membership shall be presented to the   Executive Board for final action. If the application is not approved by the Membership Committee or the Executive Board the applicant will be notified as to the specific reason and provided an opportunity for remedy and/or appeal.
  • Privileges of Associate Membership. Associate Members may serve on Committees and can also present papers at the annual meeting. Associate Members shall have no voting rights. Associate Members cannot serve or 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 dues payment 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.

Section 1: The officers 

The Executive Officers of the Society shall be President, President-Elect, Secretary, Treasurer and executive director. The President and President-Elect shall be elected for a two-year term; the President-Elect shall automatically become President after the tenure of the presiding president. The president and president-elect will begin service on the day of their installation. The Secretary and the Treasurer shall be elected for three-year terms. This slate of officers, along with four Fellows (appointed by the President) will be designated as the Executive Council.

Section 2: Duties of the Officers

Duties of the President: 

The President shall also serve as the executive officer of the association: the president shall attend the meetings with the board of Directors and will have voting power at the meeting. The President shall preside in the Executive committee and general members meetings: and appoint all standing and select all committees unless otherwise directed by the motion creating the committee. The president and the secretary or any other officer of the association authorized by the board of directors, shall sign any contract or other instrument which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the board of directors. The President shall perform all duties incident to the office of president and such other duties that shall from time to time be assigned by the board of directors. 

Duties of the President-Elect:

The President-Elect shall serve as the President in the absence of that official and shall become President in the event that official cannot continue as President for any reason. The president and president-elect will begin service on the day of their installation. The President-elect, in the absence or incapacity of the president, shall perform the duties   of the president’s office.The President-Elect shall assist the President in the performance of the President’s duties and shall have such other duties and authority as is granted from time to time. The President-Elect shall be responsible for scheduling the Annual Meeting and notifying the membership of that meeting. The President-Elect shall attend the Board of Directors meeting and shall have voting power at the meeting.

Duties of the Treasurer:

The Treasurer shall collect annual dues, receive other funds accruing to the Association and shall disburse funds as directed. The Treasurer shall prepare quarterly financial statements and present an annual statement at the Annual Meeting or as requested by the Board of Directors. The Treasurer or their designee shall receive all monies and funds belonging to the Society, pay all bills, render statements for 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.

Duties of the secretary: 

The secretary shall take, prepare and keep records of all meetings of the general membership, board of directors and executive committee of the association, or be responsible for such actions. The secretary shall be responsible for distributing minutes of general membership meetings to all association members. The secretary shall also see that all notices are duly given in accordance with provisions of the bylaws or as required by the law; be custodian of association records; keep a register of the name and address of each member; and tally election results. The duties of the secretary will include completing the processing and distribution of business conducted and shall be completed before the incoming secretary assumes total responsibilities.   The Secretary shall keep minutes at the meetings of the Society and the Executive Committee, update the Executive Committee 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.

Duties of the Recorder:

 The Recorder shall receive all documents presented before the Society. The Recorder shall be  responsible for assuring prompt editorial review of manuscripts in concert with other Society members.

1. The Society’s organizational structure will consist of General Membership, Officers, Executive Council, and the following Standing Committees: Fundraising and Finance committee , Population Health and Colorectal Health Disparities committee ( advocacy committee) , Mentorship and education comittee ( Medical student, and Resident, and Fellows Committee), Membership and Nominating committee, Communications and Informatics committee, Bylaws committee and Program committee. Each committee shall be led by a chair and vice-chair. The span of authority, rights and privileges shall be based on the Constitution and Bylaws. The duties, powers, and regulations governing the Society’s organizational structure shall be defined and delineated in the Society’s Bylaws

a) There shall be an Executive Committee consisting of the President, President-elect, Secretary, Treasurer, and the most recent past President.

b) Committee Chairs (e.g. nominating committee Chair, mentorship committee chair, etc) shall be non-voting members of the EC and are invited to attend the  Executive Committee Meetings and Conference Calls.

c) Executive Committee meetings shall be held quarterly either in person or via real time video and/or audio communication as well as at the call of the president of the Society.

d) Quorum. A majority (>50%) of the members of the Executive Committee shall constitute a quorum for the  transaction of business.

e) Resignation and Removal of Officers. 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 Executive committee 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 to remove the Officer is delivered to all members of the executive Committee, 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.

f) Vacancy. The Executive Committee shall have the responsibility to fill the vacancy and this recommendation will be approved (or negated) by the Executive Committee.

g) 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 appointment. A conflict of interest is defined as any direct or indirect financial relationship with the Society by an individual or their spouse. It does not include non-specified research contributions to an institution.

Standing committees of the Society shall consist of a nominating committee, membership committee, fundraising/grants/scholarships committee, bylaws committee, communications committee, mentorship and education committee, program committee, and advocacy committee.

a) The Membership and Nominating Committee shall consist of a chair and a minimum of three (3) members serving two (2) year terms. The Secretary shall serve as ex-officio. New members shall be appointed annually by the Executive Committee. The committee shall review all applications and present their nominations for membership to the Executive Committee for review and ratification at the Annual Business Meeting. The Committee shall also assist the Secretary with membership development and expansion campaigns. The Committee shall also make up a slate of officers for   the Society and the proposed slate shall then be presented for vote   during the Annual Member Business Meeting.

b) The Fundraising Committee (including Grants & Scholarships) shall consist of a chair and a minimum of three (3) members. 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. A committee chair  shall be appointed by the Executive Committee to serve a two-year term. Other committee members shall be the President, President-elect, the Treasurer. The committee chair will select additional society members to assist with this task. In addition, the current society president shall be an Ex-Officio member.

c) The Bylaws Committee shall consist of a minimum of three (3) members to serve overlapping terms of three (3) years  each. A new member shall be appointed annually by the Executive Committee to replace the vacancy left after the final term of the most senior member. The most senior member of the By-Laws Committee shall serve as Chair during their last term. The By- Laws Committee shall review By-Laws from time to time as directed by the Executive Committee and when appropriate, make recommendations regarding amendments.

d) The Communications Committee shall consist of one chair serving a two (2) year term and a minimum of three (3) members. The Communications Committee is responsible for organizing, coordinating, and implementing all communication to the membership and along with the Secretary will oversee subcommittee functions. The Communication Chair is appointed by the Executive Committee for a maximum two-year term renewed annually. The Communications Committee shall be responsible for all web-based and electronic communication and maintenance of the Society website.

e) The Mentorship and Education Committee shall consist of a chair and a minimum of three (3) members serving terms of two (2) years each. 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 colon and rectal surgery. The Mentorship and Education Committee will design and implement the Society’s mentorship collaborations and programs, grant writing, publications, webinars, etc.

f) The Program Committee shall consist of a chair and a minimum of three (3) members each serving a term of two (2) years each. 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.

g) The Advocacy Committee shall consist of a chair and a minimum of three (3) members each serving a term of two (2) years. The Advocacy Committee shall be the Society’s voice that expresses the Society’s health policy views, preserves the welfare of our aspirants and patients with a focus on the mission statement, and works closely with the Program and Fundraising Committee. 

h) The member visibility committee shall consist of a chair and a minimum of three (3) members each serving a term of two (2) years. The member visibility committee shall be responsible for the  members’ connection to other societies, bringing exposure, positions, opportunities and participation where deemed fit.

Section 1. Annual meetings 

If feasible, the Society shall hold an annual scientific and business meeting, the time and place of which will be determined by the Executive Council at least two years in advance of the meeting. Only members of the Society may attend the business meeting. This meeting can be virtual, hybrid or in-person meetings.

1. All active members are encouraged to attend the annual meeting one year out of every three years. There is no attendance requirement for any other member category.
2. Special meetings may be called at any time by the president, or a simple majority of the Executive Committee.

Section 2. General Body Meetings

General body meetings shall be held monthly on a Sunday evening. Meetings shall be held via a virtual format.

Section 4: Meeting Minutes.

The Secretary shall record and keep minutes of all Annual Meetings, Special Meetings,and Meetings of the Board of Directors and Executive Committee.  The Secretary shall forward a copy of the minutes of the annual meeting to the membership within thirty (30) days after the meeting.

Section 5. Special Meetings.

Special Meetings of the general membership, other than the annual business meeting,may be held at the call of the Executive Committee for purposes designated by the Board of Directors, at the call of the Board of Directors, or at the call of the President on the written request of five (5) members. Special meetings shall be held at a time and place as determined by the Executive Committee. The Secretary shall notify the membership of any Special Meeting of the Association at least fifteen (15) and preferably thirty (30)days prior to the meeting. Notice shall include an agenda of the meeting. Conducting Special Meetings via email, conference call or other telecommunications is acceptable when feasible and applicable.

Section 6: Quorum

One-fourth of the membership shall constitute a quorum at any Association Annual, Special or Business meeting. A quorum for meetings of the Board of Directors shall consist of a majority of the members of the board.

Two-thirds of the Executive Committee shall constitute a quorum at any Executive Committee meeting.

Section 7. Order of Business.

The order of this Association’s annual Business Meeting shall be: 

1. Call to Order by Presiding Officer 
2. Reading and Disposal of Minutes of Previous Meeting 
3. Reports of Officers and Committees 
4. Unfinished Business 
5. New Business 
6. Program 
7. Adjournment

A meeting shall be adjourned by a proposed and accepted motion as per Robert’s Rules of Order.

The conduct of all Society meetings, including those of the Executive Council, shall be governed by the Robert’s Rules of Order and Bylaws of the Society

Section 1:

Constitution and Bylaws The Society shall be governed by this Constitution and Bylaws, the latter document to provide specific direction for the organization, administration, and services of the Society.

Section 2

The Society’s Constitution and Bylaws shall be consistent with provisions and content of any organizational charter or certificate of incorporation the Society may propose and/or execute.

Section 1
The Society may propose and execute an organizational charter or certificate of incorporation in accordance with all local, state, and federal (U.S.) regulations, codes, and laws.

Section 2
The certificate of incorporation shall not vitiate any provision of this Constitution or the Society’s Bylaws, unless a court of competent jurisdiction expressly rules, orders, or directs otherwise. If any such provision or certificate, in whole or part, is held to be unlawful, only the unlawful provision or certificate will be null and void. The remaining provisions and/or certificate, in whole or part, will continue in effect as valid.

Section 3
The certificate of incorporation shall not govern the application and administration of the Constitution or the Society’s Bylaws.

Section 4
Notwithstanding any other provisions of these articles, the organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501(c)(3) or corresponding provisions of any subsequent Federal tax laws.

Section 5
No part of the net earnings of the organization shall inure to the benefit of a member or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member of the organization or any private individual shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization.

Section 6
No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation [except as otherwise provided by IRC 501(h)] and does not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

Section 7
In the event of dissolution, all of the remaining assets and property of the organization shall, after payment of necessary expenses, thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1986 and approved by the Executive Committee.

Section 8
In any taxable year in which the corporation is a private foundation as described in IRC 509(a), the organization shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the organization shall not [a] engage in any act of self-dealing as defined in IRC 4941(d), retain any excess business holdings as defined in IRC 4943(c), [b] make any investments in such a manner as to subject the organization to tax under IRC 4944, or [c] make any taxable expenditures as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax laws.

a) Funds for the Society may be raised by approved dues and/or in any manner approved initially by the Executive Committee and the organization. Funds may be appropriated by the Executive Council to defray the expense of the Society to carry out the necessary functions, and for any other purpose approved by the Council, provided that no funds or assets shall be used to inappropriately benefit one member of the unit. 

b) Any member who has not made a contribution for a period of three years will be considered non-participatory and will be dropped from membership, 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 establish commitment to the Society. Members who have not provided a contribution for a period of three consecutive years shall be dropped from membership, provided that notification of such lapse is given at least three months prior to its effective date. 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.

c) The fiscal year for the society shall be July 1 – June 30.

This Society, at any annual business meeting of the members, may amend any Article of this Constitution by a two-thirds majority of the voting members present, provided that a copy of the proposed Amendment has been furnished to each voting Fellow at least thirty days in advance of the meeting.

These revised Bylaws shall take effect immediately upon acceptance by a simple majority of the voting members and extend indefinitely, subject to alteration, amendment, or repeal in whole or part, as specifically provided in the Constitution.

a) Contributions and fees shall be levied by the Executive Committee and approved by the membership at the annual meeting. 

b) Any member who has not made a contribution for a period of three years will be considered non-participatory and will be dropped from membership, 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 establish commitment to the Society. Members who have not provided a contribution for a period of three consecutive years shall be dropped from membership, provided that notification of such lapse is given at least three months prior to its effective date. 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.

Membership dues schedule 

Attending Surgeon For surgeons who have been in practice more than five years $250

Attending Surgeon For surgeons who have been in practice less than five years $200

Resident/Fellow For interns, residents, or fellows who are training in surgery $30

Medical Student For medical students who have an interest in surgery: waived

Allied Members Any Non-MD/DO. Required to upload your CV. $75

PA/NP Members For Physician Assistants & Nurse Practitioners $75

Lifetime Member For Surgeons who want to demonstrate a lifetime commitment to the mission of your SBCRS. A one-time membership payment of $5000.

Emeritus For surgeons who are fully retired or disabled *Dues Waived

Premed For college and post-baccalaureate students who are planning to attend medical school *Dues Waived

Section 1. Nomination Procedure for Officers.

The President shall appoint a Nominating Committee, to nominate candidates for the elected officers of the Association. The Nominating Committee shall select a slate of candidates, at least one for each office to be filled, after soliciting nominations from the membership. The Nominating Committee shall report a slate of candidates at least thirty (30) days prior to the annual business meeting to the Secretary. Persons nominated for election must be active members of the Association. The Committee shall certify that all nominations presented are valid, and that all nominees are willing to accept the office if elected. (need to determine which active members can hold office).

Nominations shall be called for and accepted from the floor following the report of the Nominating Committee. Following the close of nominations, the Committee shall certify that all nominations received from the floor are valid, and that all nominees are willing to accept the office if elected. A nominee may be placed on the ballot for only one office. If nominated for more than one office, the nominee will be allowed to select the office for which he/she will stand for election. The President-Elect will ascendto the office of President.  

Section 2. Elections.

Election of members 

The process of election of active members to the Society shall be as follows:

1. Membership enrollment in the Society shall be completed via electronic application through the website.

2. Completed applications shall be submitted at least 3 months prior to any scheduled business meeting, at which time the candidate shall be considered for election. A recommendation from an active society member is required to complete the application.

3. The names of the applicants recommended for membership by the Executive Committee shall be submitted to the members at the business meeting.

4. Election to membership shall be by secret ballot, by a three-fourths (3/4) affirmative vote of the membership present.

5. An applicant who fails to be elected at one meeting shall be provided communication of any perceived or known critical 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. 

Election of Officers

 shall be by vote of the entire membership during a business meeting in advance of  the annual meeting, with final approval and adoption of the slate of officers to occur atthe annual business meeting. Voting to take place by approved confidential electronic means.   The Committee in such instances shall present a slate of candidates, at least one for each elective Office position, having solicited and received nominations from the Association membership. Each member shall be privileged to cast one vote for each elective Office.

Elections shall be conducted every two years for President and President elect, and every three years for Treasurer and Secretary. All (need to clarify which positions allied members, residents etc can hold)  members in good standing are eligible to stand for elections.

Section 3: Voting

All Voting shall be limited to Active and Life members of the Association in good standing (paid-up dues) with one vote for each member. 

Any question or issue other than an amendment to the Bylaws shall be determined by a simple majority vote of the quorum present. 

The Board of Directors may elect to submit any question by mail, email or facsimile to the membership. Except for amendments to the Bylaws (Article***) or policy statements(Article ***), votes on such questions shall be returned within thirty (30) days of the submission of the question to the entire membership

Section 4. Method of Voting.

Voting shall be by voice, show of hands, or by written or electronic ballot. Election of Officers and Directors shall require a simple majority.

Section 5. Installation. 

Officers and newly elected Directors shall be installed in office at the close of the annual business meeting, or upon posted notice to the membership if elected by means of balloting conducted by mail, email or facsimile.

Section 6. Terms.

The term of office for all members of the Executive Committee shall commence upon installation and continue until replaced, except for the Secretary-Treasurer, whose term shall commence on <date> and continue until <date>.

Section 7. Vacancies and Expulsions.

1. The President-Elect shall serve in the absence or disability of the President. 

In the event of a vacancy in the office of President, the President-Elect shall assume the duties of the President and the office of the President-Elect shall be filled by appointment of the Executive Council. Both shall hold their respective offices until the installation of officers at the next election.Resignations of members otherwise in good standing shall be accepted by a majority vote of the Executive Committee. Such appointees shall hold office until the next election, or in the case of Directors, until expiration of the current term of office. The appointed replacement shall be eligible to run for a full term in that office or position at the time of the next regular election for it.

2.  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 year. The Executive Committee’s concurrence or disallowance of the charges shall be presented to the membership at the annual meeting. A three-fourths (3/4) affirmative vote of the members present shall be required for expulsion.

Section 8. Re-election.

Directors may be re-elected to succeed themselves once, and the Secretary-Treasurer may be re-elected to succeed himself/herself twice.

 Members serving in these offices may be elected to an unlimited number of non-successive terms in the same office. A member may serve a maximum of two non-successive terms in the offices of President and  President-Elect, however.

Section 1. Adoption of Bylaws.

The initial adoption of these Bylaws shall be by majority vote via email on <date>.  Proposed _________________ Bylaws will be presented electronically on <date>, with email notice given to all current SBCRS members in <enter state or service region> , and to all <enter state or service region> extension agents and state specialists currently employed by the Cooperative Extension.  Those who meet the requirements for Active Membership in _________________ as defined in the Bylaws, and who pledge in good faith to join _________________ by <enter date>, will be eligible to cast a vote.  The ballot considering Bylaws adoption will be prepared and distributed via email by the Steering Committee to Form a State Chapter of SBCRSin <enter state or service region>, which is chaired by the State Champion.

Section 2. Amendment of Bylaws.

Once adopted, the Bylaws of this Association shall be amended by a two-thirds majority vote of members in attendance at the annual meeting when a quorum is present. Alternatively, the Bylaws of this Association

shall be amended by a two-thirds majority vote of members submitting a ballot distributed by mail, email or facsimile.  This ballot shall  include a copy of the proposed amendment and the portion of the Bylaws that are affected. Ballots must be mailed, emailed or facsimiled to all members at least thirty (30) days in advance of the close of balloting.

 Section 3. Notification of membership. 

The Secretary shall notify the entire membership of any proposed amendments of the Bylaws at least thirty (30) days prior to consideration for adoption. No amendments shall be adopted without such prior notification. 

Section 4. Effective Date. 

All amendments shall include an effective date.

             -END of PROPOSED CONSTITUTION & BYLAWS-