(Revised November 30, 2012)
I. NAME
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The name of this organization shall be the SOCIETY FOR VASCULAR ULTRASOUND (SVU).
II. MEMBERSHIP
1. Qualification
Membership in this Society (formerly called SNIVT and SVT) is open to
all individuals with a demonstrated interest in vascular technology that
agree to comply with the Society’s Code of Ethics.
2. Categories
2.1 Regular Members: Regular Members:
those who are clinicians, scientists, educators and industry
professionals working in or utilizing vascular technology. They shall be
required to pay annual membership dues and may vote. Only those Members
who have received and maintain a professional credential in vascular
technology may hold elected office within SVU.
2.1a Charter Members: those persons who were members of the Society of NonInvasive Vascular Technology (SNIVT) as of 7:00 pm on June 23, 1978.
2.1b Student Members: only those students enrolled in Allied Health programs are eligible with documentation from program director.
2.1c Medical/Surgical Resident & Fellow Members: only those enrolled currently in a residency or fellowship program with documentation from program director.
2.2 Honorary Members: persons who have given
outstanding support and service to SVU. Honorary Membership shall be by
nomination by any member of SVU and requires approval of two-thirds
majority of the Board of Directors. Honorary members shall not be
required to pay annual membership dues and cannot hold elected office,
but may vote.
2.3 Retired/Disabled members are those that are either
retired from the profession or disabled. They must submit to SVU a
signed legal affidavit (prepared by the SVU attorney) certifying their
retired from the profession or phyisically unable to practice in the
profession. and pay reduced annual dues. They are eligible to vote and
eligible to serve on committees.
2.4 Founding Members are those persons who were the
original nine founding members of the Society of NonInvasive Vascular
Technology, and shall become Honorary Members.
2.6 Distinguished Fellow Members: a member who has
made outstanding contributions to vascular ultrasound and inspired
leadership in SVU and selected by the Board to be an SVU Fellow. They
are required to pay annual dues.
2.7 Signature Lab Membership:This membership
category recognizes 100% annual membership participation in SVU by a
laboratory’s technologists who perform vascular studies and at least one
(1) physician in the lab.
2.7a Lab must have three or more technologists
2.7b Student Members are encouraged, but not counted toward 100% participation
2.7c Must have at least one affiliated physician member of SVU
3. Termination from Membership
Termination from membership may occur under the following conditions:
3.1a. Failure to pay any sums due and owed SVU within 60 days of their due date.
3.1b. Violation of SVU Code of Ethics.
a. The Ethics Subcommittee Chair shall convene the committee to review
alleged violations. After review, the Ethics Chair will submit the
committee’s recommendation to the Board for action.
b. In the event of recommendation to remove from membership, the member
involved shall be given an opportunity to appeal the decision to an Ad
hoc Appeals Subcommittee comprised of 3-4 SVU Past Presidents. The Ad
hoc Appeals Subcommittee can affirm removal from membership or reinstate
full membership.
III. FEES, DUES AND ASSESSMENTS
1. The Board of Directors shall establish dues for all classes of membership.
2. SVU membership dues are based on a calendar year basis and all renewing members should pay their annual dues in full by the due datein order to remain active members.
2.1 All membership privileges shall be suspended during periods for
delinquency of more than sixty (60) days. No dues shall be refunded to
any member whose membership terminates for any reason.
3. After the first six months of each year, SVU will offer new
memberships or renewed memberships for six months at a pro-rated dues
rate that is half of the annual dues rate thru Dec. 31.
IV. GOVERNANCE, ORGANIZATION AND STRUCTURE
1. SVU shall maintain a headquarters office located within the United States of America.
2. The management of SVU shall reside in the Board of Directors and
others, as specified herein. It is the function of the Board of
Directors to determine objectives, philosophy, and official policy of
the organization and to implement it.
3. To achieve the Society’s objectives, the SVU Board of Directors may
at its discretion, establish organization units such as boards,
councils, divisions, or sections to serve special interests of the
membership. The Board may also authorize the establishment of
affiliated chapters for the purpose of furthering the objectives of
SVU. Chapters may be organized geographically by city, state, province,
country or other area determined by the Board of Directors.
4. For the mutual benefit of all, for the advancement of vascular
technology and in order to further the objectives of SVU, the Board of
Directors may establish relationships with other societies, associations
and organizations.
V. BOARD OF DIRECTORS
1. The governing body of this Society shall be the Board of
Directors. The Board of Directors shall have supervision, control and
direction of the affairs of the Society, its committees and
publications, and shall determine its policies or changes thereto; shall
actively implement the objectives of the Society; establish the
financial policies of the Society and be accountable for Society assets;
and be responsible for the interpretation of these Bylaws. The Board
may adopt such rules and regulations for the conduct of its business as
shall be deemed advisable and may in the execution of the powers
granted, delegate certain of its authority and responsibility to the
Executive Committee expect those matters which, as a matter of law, are
not delegable.
2. Official business may be conducted by mail or telecommunications;
action taken by a unanimous mail, fax, e-mail or electronic ballot of
the members of the Board of Directors shall be a valid action of the
Board and shall be ratified at the next regular meeting of such Board.
3. The Board of Directors shall consist of the Officers and 12
Directors, including one appointed by the Board to represent the vendors
and one student representative.
There shall be nine elected Technologist Directors, each of whom shall
have been a Member in good standing for at least one year and have
achieved and maintained a professional credential in vascular
technology. In addition, only technologists whose primary employment
activity is performance of noninvasive vascular testing, supervision of
noninvasive vascular personnel, management of a noninvasive vascular
testing or diagnostic facility, or education or training in the field of
vascular technology are eligible to serve. An individual whose primary
employer is a corporate vendor of ultrasound hardware, software or
supplies is not eligible for an elected Director position.
There shall be one elected Physician Director for a three-year term who
shall have been a Member in good standing for at least one year and who
holds a current license to practice medicine, has achieved and
maintained a professional credential in vascular technology and has
current involvement in the noninvasive vascular field.
There shall be one appointed Director for a three-year term who
will represent the sponsoring vendors and who must be an employee of a
noninvasive vascular testing vendor company, and who shall have been a
Member in good standing.
Student Director must be a student actively enrolled in a sonography program with a vascular concentration.
Three of the nine-elected Technologist Directors shall be elected
annually by ballot and shall serve for a term of three years. The
elected Physician Director shall be elected every three years by ballot
and shall serve for a term of three years. The appointed Vendor
Representative Director shall be appointed by the Board every three
years and shall serve for a term of three years. The student director
shall be appointed each year by the Board to serve a one year term. Each
elected Director shall take office January 1 following election and may
serve two successive terms before having to step down.
Vacancies on the Board of Directors shall be filled by nomination by
the President and affirmative vote of two-thirds majority of the
Directors.
Only two (2) individuals from the same facility may be elected to the Board of Directors at the same time.
4. A quorum for conducting official business of the Board of Directors shall be a majority of its Directors.
5. The Board of Directors shall report to SVU members annually its
work and activities, including a financial statement and such interim
reports as are necessary and advisable.
6. The Board of Directors shall approve the recommendations of the
Nominations Committee for Officers and Directors of SVU for the SVU
Annual Election.
7. The Board of Directors may remove any Director for cause by a
two-thirds majority vote of the Board. Causes for removal of a Director
may include, but not be limited to, failure to attend at least fifty
percent in a twelve month period (50%) of all regular and special
meetings of the Board of Directors, violation of the Code of Ethics
promulgated by the Board, or failure to maintain membership. The
Director involved shall be given an opportunity to be present and to be
heard at the meeting at which removal is considered.
8. A regular meeting of the Board of Directors shall be held no less
than two (2) times each calendar year at such time and place or manner
as the Board may prescribe.
8.1. The Secretary shall provide written notice of the time, place
and/or method of the Board meetings to all directors at least 30 days
prior to the meeting.
8.2 Board meetings, other than the regular meetings, may be called by
the President, by written notice, or telecommunication, to all Directors
at least 30 days prior to the meeting.
8.3 Special meetings of the Board of Directors may be called by the
President by telecommunications delivered to all Directors at least
three days prior to the meeting. Such telecommunications shall include
the purpose of the special meeting.
9. Executive Committee: The Executive
Committee shall be charged with carrying out the policies of the Board
between meetings of the Board and presenting programs, policies, and
issues to the Board for consideration and/or approval.
9.1 The Executive Committee shall consist of the officers of SVU.
9.2 A quorum for Executive Committee action shall be three elected
officers including the President or, in his/her absence, the Vice
President. Business may be conducted by mail or telecommunications; all
Executive Committee members must ratify business conducted by mail or
electronic communication.
9.3 The Executive Committee shall have and may exercise authority as
granted by the Board of Directors. Between meetings of the Board of the
Directors, the Executive Committee may take such independent action as
is necessary for conduct of the affairs of SVU. Such actions of the
Executive Committee shall be reported to the Board of Directors at the
next meeting and are subject to the Board’s ratification.
VI. OFFICERS
1. The officers of SVU shall be a President, President-Elect, Vice
President, Treasurer, Secretary, and Immediate Past President. The
President-Elect, Vice President, Secretary and Treasurer shall be
elected biennially from among the Members of SVU by ballot. The
Immediate Past President shall serve for one year.
2. All elected officers shall have achieved and maintained a
professional credential in vascular technology and have served a term on
the Board of Directors that will be completed within three years prior
to the start of the term of office for which election is sought. The
physician board member or vendor representative board member is
ineligible to hold an officer position.
3. Terms of office shall be for two calendar years beginning January 1 following election.
3.1 No officer shall hold more than one elected office simultaneously
and may not serve more than two successive full terms in each office.
Interim terms shall not be considered for purposes of this provision.
3.2 Officers are voting members of the Executive Committee and Board of Directors.
3.3 In the event of a permanent officer vacancy other than President /
Immed Past President, the Executive Committee will nominate a
replacement for appointment by the Board. The appointee will be a
current Board Member or former officer.
VII. DUTIES OF OFFICERS/EXECUTIVE DIRECTOR
1. The officers shall perform such duties as are necessarily incident
to each office, as may be prescribed by the Board of Directors, or as
required or allowed by law.
2. President
The President shall be the chief elected officer of the Society and
serve as Chair of the Board of Directors and of the Executive
Committee. The President shall vote only to resolve ties.
The President shall serve as an ex-officio member of all committees,
and shall make all required appointments of standing and special
committee chairpersons.
3. President-Elect
The President-Elect shall automatically become the President at the end of the President’s term.
The President-Elect shall be Chair of the Nominations Committee.
4. Vice President
The Vice President shall perform the duties of the President during
absence or disability of the President. In cases where the vacancy is
permanent, the Vice President shall accede to the Presidency and an
interim Vice President shall be elected by the Board of Directors for
the remaining period of the term. The Vice President shall be Chair of
the Fellows Subcommittee.
5. Secretary
The Secretary, under the direction of the Board of Directors, shall
have general supervision of the keeping of records of meetings,
activities, membership, Board of Director’s policies and any other
records required by law.
6. Treasurer
The Treasurer, under the direction of the Board of Directors, shall
have general supervision of the fiscal affairs of SVU and other records
required by law.
The Treasurer shall chair the Finance Committee and oversee the
performance of an annual audit or review by a certified public
accountant.
The Treasurer, or Executive Director, shall report on the financial
condition of the Society at all meetings of the Board of Directors and
at other times as called upon by the President.
7. Immediate Past President
Attends Executive Committee and Board meetings and provides guidance into the rationale for prior decisions.
8. Executive Director
The Executive Director shall be the chief executive and operating
officer of SVU, with responsibility for the management and direction of
all operations, programs, activities and affairs of SVU, including
employment and termination of employees, the determination of
compensation of members of the staff and supporting personnel,
functioning within the framework of policy aims and programs as
generally determined by the Board of Directors.
The Executive Director shall serve at the pleasure of the Board of
Directors. In the event the Board enters into a written employment
contract with the Executive Director, the terms of the contract shall
govern the relationship and if there appears to be any inconsistency
between these Bylaws provisions and the terms of the contract, the terms
of the contract will govern.
VIII. STANDING COMMITTEES
1. The Board of Directors shall create or eliminate all standing
committees, ad hoc committees, work groups, advisory groups, and
councils as may be necessary for effective performance of the Society’s
objectives.
All standing committee chairs should serve for a two year period and for no more than two consecutive terms.
1.1 Nominations Committee: The Nominations
Committee shall consist of the President-Elect as Chair, and at least
four members appointed by the Chair and approved by the President. Two
members of the committee shall be members of the Board of Directors and
two members shall be selected from the membership. Members of the
subcommittee must be members in good standing and have achieved and
maintain a professional credential in vascular technology.
1.2 Finance Committee: The Finance Committee
shall consist of the Treasurer as Chair and the other members of the
Executive Committee. In addition, at his or her discretion, the
President may appoint additional members to serve on the Finance
Committee. The Finance Committee shall counsel with the Executive
Director on the annual budget of the Society, and make recommendations
to the Board of Directors regarding financial investment policies and affairs of SVU.
1.3 Membership Committee: The Membership
Committee shall establish criteria and procedures for admission and
discipline of members as specified in the Bylaws. The Membership
Committee shall be responsible for membership promotion and make
appropriate recommendations to the Board of Directors regarding such
activities.
1.4 Media Development Committee: The Media
Development Committee is responsible for developing and implementing
electronically-delivered platforms and educational content for the SVU
website.
2. Subcommittees of Standing Committees may be organized and directed by subcommittee chairs.
3. All Standing Committees shall report in writing to the President and Board of Directors at least once each year.
IX. ANNUAL ELECTION
1. The Nominations Committee shall present recommendations for
candidates for Officers and/or Directors for approval by the Board of
Directors for the Annual Election
2. Additional nominations for Directors may be made by petition signed
by not fewer than 25 Members, with written permission of the nominee.
The Nominations Committee Chair or Executive Director must receive such
petitions by a date to be determined by the Nominations Committee, in a
time frame to allow the additional nominations to appear on the annual
election ballot.
3. The Nominations Committee Chair or Executive Director shall
communicate to the members of SVU a ballot with the names of all
nominees at least 20 days prior to the ballot return deadline.
4. Directors shall be elected annually and Officers biennially by
ballot. The candidates in each category (Technologist Directors and
Physician Director) receiving the greatest number of votes shall be
elected. In the event of a tie, the Board of Directors shall elect to
fill the position by a majority vote.
5. Election results shall be announced in the SVU monthly online newsletter following the annual election.
X. CONDUCT OF BUSINESS
1. Meetings of SVU Members shall be held at such times, places and
manners as the Board of Directors shall direct. The Secretary or
Executive Director shall notify the members of each meeting at least 30
days before the meeting. At all business meetings of SVU members a
quorum shall consist of the voting members present.
2. Revised Roberts Rules of Order shall govern the conduct of all meetings.
XI. GENERAL
1. Not withstanding any provision of the Bylaws, which might be susceptible to contrary interpretation:
1.1 SVU shall not be organized nor operated for profit and shall be
operated within the meaning of Section 501 (c) (3) of the Internal
Revenue Code of 1986, as amended or replaced.
1.2 SVU is organized and operated exclusively for scientific, literary, and educational purposes.
1.2a. No part of the net earnings of SVU shall or may under any
circumstances inure to the benefit of any individual or association
except as specified herein.
1.3 No substantial part of the activities shall consist of carrying on
propaganda or otherwise attempting to influence local, state, or
national legislation. SVU shall not participate in or intervene in
(including the publishing or distributing of statements) any campaign on
behalf of any candidate for public office.
2. All official records, archives and historical material shall be held
in the custody of the Executive Director at the SVU national office, or
such archival location as the Board may approve.
XII. AMENDMENTS
1. Proposed amendments to the Bylaws may be submitted, in writing, to
the Executive Committee by any member of the Board of Directors or by
petition signed by 15 voting members of SVU.
2. Proposals or petitions shall be transmitted to the Secretary or
Executive Director at least 60 days prior to a meeting of the Board of
Directors.
3. Proposed amendments, petitions for amendments, and recommendations
for amendments shall be so identified, and shall be transmitted in
writing to all members of the Board of Directors by the Secretary or
Executive Director at least 30 days prior to a meeting of the Board of
Directors. A proposed amendment to the Bylaws, except Articles I, IV and
XIV, is adopted upon an affirmative vote by at least two-thirds
majority of the Board of Directors. The tally of votes shall include
those of members attending the meeting at which it is presented or
signed mailed or e-mailed ballot from all members of the Board of
Directors.
4. A proposed amendment to Articles I, IV, and XIV of the Bylaws is
adopted upon an affirmative vote by at least two-thirds majority of the
Board of Directors and in addition, by at least a majority of the SVU
voting members attending an annual or special meeting at which the
proposed amendment is presented. The tally of votes of the Board of
Directors shall include those of members attending the meeting at which
it is presented, or signed mailed or e-mailed ballots from members of
the Board of Directors.
5. An adopted amendment to the Bylaws shall become effective 30 days following the meeting at which it was introduced.
XIII. DISSOLUTION
1. Upon dissolution of SVU, the Board of Directors shall distribute all
remaining assets to such organizations that are exempt from Federal
Income Tax under Section 501 (c) (3) of the Internal Revenue Code of
1986 as amended or replaced.
XIV. INDEMNIFICATION
1. SVU will indemnify, but only to the limits
provided by insurance coverage and only in those cases in which there is
insurance to cover the claim, each Director, Committee Member, Officer
and other insured against claims and liabilities covered by the
insurance policy.