Constitution & Bylaws

CONSTITUTION AND BY–LAWS

ARTICLE I

NAME: The name of this Society shall be “The UCSF Howard C. Naffziger Surgical Society.”

ARTICLE II

ORGANIZATION, PURPOSES, AND POWERS

This society is organized for charitable purposes pursuant to the laws of the State of California. It is a nonprofit society and is not organized for the private gain of any person.

A.  The primary purposes for which this organization is formed are:

  1. To assist the University of California Medical Center, San Francisco, Department of Surgery in the continued educational advancement of its residents in general surgery;
  2. To promote the highest standards of surgical practice by providing financial support for scientific research to UCSF surgical residents
  3. To engage in activities to promote the professional and personal interactions among surgeons trained at the University of California, San Francisco (“UCSF”); to promote the professional education of members of the Surgical Society; and
  4. To make gifts and contributions to one or more organizations operated exclusively for charitable, scientific, or educational purposes and meeting the requirements for exemption provided by Section 214 of the California Revenue and Taxation Code and by Section 501(c)(3) of the Internal Revenue Code.

B.  The society shall also have the power to have and exercise all rights and powers conferred on such nonprofit organizations under the laws of California; provided, however, that this organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this organization.

C.  No substantial part of the activities of this organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation and the foundation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office; nor shall it engage in any activities which are unlawful under the laws of the United States of America, of the State of California, or any other jurisdiction where such are carried on.

ARTICLE III

DEDICATION AND DISSOLUTION

A.  The property of this organization is irrevocably dedicated to charitable, scientific, and educational purposes meeting the requirements for exemption provided by Section 214 of the California Revenue Code and Taxation Code and Section 501(c)(3) of the Internal Revenue Code, and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private persons.

B.  Upon the dissolution or winding up of the organization, its assets remaining after payment of, or provisions for payment of, all debts and liabilities, shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, scientific, and educational purposes and which meets the requirements for exemption provided by Section 214 of the California Revenue and Taxation Code and Section 501(c)(3) of the Internal Revenue Code.

ARTICLE IV

MEMBERSHIP

The membership of this Society shall consist of:

  • Members
  • Associate Members

Member

  • All alumni of the UCSF General Surgery Residency who have received three or more years of their residency training in General Surgery at UCSF and who have completed the Chief Residency shall be considered lifetime Members whether or not they contribute financially to the Society.
  • Any Fellow who has completed a postgraduate fellowship of one or more years shall be considered a lifetime Member of the Society.

Associate Member

A.  Nomination for Associate Membership will be automatic for all full-time UCSF faculty of the Department of Surgery who have served for three years.

B.  Clinical faculty members who have made significant contributions to the Department of Surgery may be nominated for Associate Membership by a Society Member or by the Chairman of the UCSF Department of Surgery prior to the Annual Meeting.

The Secretary-Treasurer shall then present a ballot to the membership at the Annual Meeting and a two-thirds vote will be required for membership. A candidate will then become an Associate Member on payment of the initial dues.

Resignation

The Council may accept the resignation of an Associate Member and all members of the Society will be so notified.

ARTICLE V

OFFICERS

The officers of this Society shall be the President, the Vice President (who shall be the President-elect also), and the Secretary-Treasurer. The President shall serve for a term of one year as will the Vice President who shall automatically become President. The Secretary-Treasurer shall serve for a term of three years.

ARTICLE VI

EXECUTIVE COUNCIL

he Executive Council shall consist of the President, the Vice President, The Secretary-Treasurer,  the three (3) most recent Past- Presidents, up to five (5) At-Large members, a website liaison, a resident liaison, a Naffziger historian, and staff, as required, including an Executive Secretary. At-large members and the website liaison shall serve for three-year terms. The Executive Council shall meet at least once a year before the Annual Business Meeting for consideration of the issues and problems to be presented to the Society membership.

ARTICLE VII

DUTIES OF THE OFFICERS

Section I: It shall be the duty of the President to preside at all meetings of the Society and its Executive Council and to appoint members of standing, ad hoc and accounting committees, the latter to review records of the Secretary-Treasurer at each Annual Meeting.

Section II: In the absence of the President, the Vice President (the President-elect) shall preside, and in his absence, the Secretary-Treasurer shall preside.

Section III: It shall be the duty of the Secretary-Treasurer to keep a true and correct record of the proceedings of the meetings of the Society and its Executive Council,
and to preserve all records of the Society. He shall report unfinished business of the previous meetings and the deliberations of the Executive Council. He shall conduct all official correspondence of the Society, collect its dues and maintain its financial records.
He shall be responsible for all expenses and payments and shall present an annual report of the financial condition of the Society.

Section IV: Each At-Large member shall serve on the Executive Council for two years, and shall be chosen from the younger members of the Society.

ARTICLE VIII

Amendments to the constitution or bylaws shall be presented at the Annual Meeting and must be approved by a simple majority vote of those present for further consideration. A written or electronic copy of the amendment shall be sent to the membership at least one month before the Annual Meeting.

BY-LAWS

1.  Meetings – There shall be one meeting per year. The date of each meeting shall be set by the Executive Council. Special meetings may be called at any time by the President and it shall be his duty to do so upon written request of any three members of the Society.

2.  Quorum – Any number of members present at the Annual Meeting shall constitute a quorum for the transaction of Society business. An affirmative vote of two-thirds of those members present shall be required for all actions of the Society.

3.  Dues

Lifetime Members shall not be required to pay dues as a condition of membership. It is expected that Members will provide an annual society contribution both in gratitude for the training that they received and also to support the education of current UCSF surgery residents. Suggested levels of contribution shall be determined by the Executive Council.

Associate Members shall be expected to pay dues on admission to the Society and on an annual basis. The amount requested shall be determined by the Executive Council. The Council may drop from membership any Associate Member who no longer contributes in any way to promote the goals of the Society.

Note: The Constitution and Bylaws and their history were reviewed and confirmed by the Executive Council in January 2015.